Title 31, Title 31

1. Jurisdiction where formed. The laws of the State or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability and authority of its members and agents. 2. Statement of foreign qualification. A foreig…

1. Conduct of activities. A foreign limited liability company may not conduct activities in this State except in compliance with this subchapter and not until its statement of foreign qualification is filed in the records of the Secretary of State. 2. Contents. A statement of for…

1. Actions. A foreign limited liability company may not be considered to be conducting activities in this State within the meaning of this subchapter by reason of carrying on in this State any one or more of the following actions: A. Maintaining, defending or settling in its own …

1. Fictitious name. A foreign limited liability company whose name does not comply with section 1508 may not file a statement of foreign qualification until it adopts, for the purpose of conducting activities in this State, a fictitious name that complies with section 1508. 2. Na…

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1626 to revoke a statement of foreign qualification if: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Nonpayment of fees or penal…

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1625 for the revocation of a statement of foreign qualification, the Secretary of State shall serve the foreign limited liability company with a written notice of the Sec…

1. Petition to appeal revocation. A foreign limited liability company may appeal the Secretary of State's revocation of its statement of foreign qualification to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign limited liability compan…

1. Statement of cancellation. A foreign limited liability company that has filed a statement of foreign qualification with the Secretary of State may cancel its statement of foreign qualification by filing a statement of cancellation of foreign qualification with the Secretary of…

1. Conducting activities; maintaining proceeding. A foreign limited liability company conducting activities in this State, or anyone on its behalf, may not maintain a proceeding in any court in this State for the collection of its debts unless an effective statement of foreign qu…

1. Direct action against member. Subject to subsection 2, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the…

A member may maintain a derivative action to enforce a right of a limited liability company if: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Demand. The member first makes a demand on the limited liability company to take suitable action, and the limit…

1. Plaintiff must be a member. Except as otherwise provided in subsection 2, a derivative action under section 1632 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. 2. Death of plaintiff. If t…

In a derivative action under section 1632 the complaint must state with particularity: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Demand and response. The date and content of the plaintiff's demand and the response to the demand by the limited liabil…

1. Stay of court proceeding upon appointment of special litigation committee. If a limited liability company is named as or made a party in a derivative proceeding, the limited liability company may appoint a special litigation committee to investigate the claims asserted in the …

1. Proceeds. Except as otherwise provided in subsection 2: A. Any proceeds or other benefits of a derivative action under section 1632, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and [PL 2009, c. 629, Pt. A, §2…

1. Definition. As used in this section, "closely held limited liability company" means a limited liability company that has: A. Fewer than 35 members; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. No transferable interests listed on a national secur…

1. Merger requirements. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 1642 to 1644 and a plan of merger, if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2009, c.…

1. Consent by constituent members. A plan of merger must be consented to by all the members of a constituent limited liability company. 2. Amend plan; abandon merger. After the plan of merger is approved, and at any time before a statement of merger is delivered to the office of …

1. Signature on statement of merger. After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: A. Each constituent limited liability company, as provided in section 1676, subsection 1; and [PL 2009, c. 629, Pt. A, §2 (…

1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Each constituent organization that merges into the surviving organization ceases to exis…

1. Conversion. An organization other than a limited liability company, including but not limited to a foreign organization, may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant t…

1. Consent. A plan of conversion must be consented to by all the members of a converting limited liability company. 2. Amend or abandon. After a conversion is approved, and at any time before the statement of conversion is delivered to the office of the Secretary of State for fil…

1. After conversion approved. After a plan of conversion is approved: A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must incl…

1. Same organization. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. 2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting organization remains …

1. Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's writ…

This subchapter does not preclude an entity from being merged or converted under law other than this chapter.

A limited liability company must have and continuously maintain a registered agent in this State as defined by Title 5, section 102, subsection 27.

Service of process, notice or demand required or permitted by law on a limited liability company is governed by Title 5, section 113.

The principal office of a limited liability company or foreign limited liability company need not be located in this State.

1. Certificate of existence; certificate of qualification. The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company or certificate of qualification for a foreign limited liability…

1. Annual report. Each year, each limited liability company or each foreign limited liability company authorized to conduct business in this State shall deliver to the office of the Secretary of State for filing an annual report setting forth: A. The name of the limited liability…

1. Amended annual report. If the information contained in an annual report filed under section 1519 has changed, a limited liability company may, if it determines it to be necessary, deliver to the office of the Secretary of State for filing an amended annual report to change the…

1. Failure to file; penalty. A limited liability company or foreign limited liability company that is required to deliver an annual report for filing as provided by section 1665 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in add…

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter, including the power to adopt rules not inconsistent with this chapter. Rules adopted pursuant to this chapter are routine technical rules as defined…

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 …

The Secretary of State may provide public access to the database through a medium approved by the Secretary of State, 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 …

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 these publications. 2. Use…

1. Duty to file. If a document delivered to the office of the Secretary of State for filing pursuant to this chapter satisfies the requirements of this chapter, the Secretary of State shall file the document. 2. Recording as filed; acknowledgment. The Secretary of State files a d…

Each document authorized or required to be delivered to the Secretary of State for filing under this chapter must satisfy the following requirements and the requirements of any other section of this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1.…

Except as otherwise provided in section 1675 and Title 5, section 111, a record delivered to the office of the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 1675 and Title 5, section 111, a record f…

1. Statement of correction. A limited liability company or foreign limited liability company may deliver to the office of the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited liability company or foreign limited liabi…

1. Record signed. A record delivered to the office of the Secretary of State for filing pursuant to this chapter must be signed as follows. A. A limited liability company's initial certificate of formation must be signed by at least one authorized person. [PL 2009, c. 629, Pt. A,…

1. Petition. If a person required by this chapter to sign a record or deliver a record to the office of the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by such failure to sign may petition the Kennebec County Superior Court …

1. Incorrect or inaccurate information. If a record delivered to the office of the Secretary of State for filing under this chapter and filed by the Secretary of State contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the informa…

Whenever a provision of this subchapter requires that a document for filing state an address, the document must state: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Street or rural route. An actual street address or rural route box number; and 2. Mailin…

A document filed under this chapter is not effective until the applicable fee required in this section is paid. The following fees or penalties must be paid to the office of the Secretary of State: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Reservati…