How a Foreign LLP Gets Authority to Do Business in Maine

Section 852 of Title 31 states the rule in one sentence: before doing business in Maine, a foreign limited liability partnership must obtain authority from the Secretary of State. The statute defines doing business as the course or practice of carrying on any business activities in the state, and then lists the activities that do not count. The paper you file is an application, sent to the Secretary of State's Augusta office.

Section 851 leaves organization, internal affairs and partner liability to the law of the place the partnership was formed, and Maine may not withhold authority just because that law differs from its own. One carve-out matters for professional firms. Any partner, employee or agent who performs professional services in Maine remains personally and fully liable for his or her own omissions, negligence, wrongful acts, misconduct or malpractice, and for those of anyone under that person's direct supervision and control. A foreign LLP may carry on whatever business a Maine registered LLP could.

The statute's list is long, and it ends with a sentence saying it is not meant to exclude other activities. A foreign LLP is not considered to be transacting business in Maine solely for doing any of these:

• Maintaining or defending a case, an administrative or arbitration matter, or settling disputes
• Holding partner meetings or handling other internal affairs
• Keeping bank accounts, savings and loan share accounts, custodial or agency arrangements with a bank or trust company, or brokerage accounts
• Maintaining transfer and registration offices for its own interests, or trustees and depositories
• Making sales through independent contractors
• Soliciting orders that require acceptance outside Maine and involve no local performance beyond delivery and installation
• Lending money, or taking on debt or a mortgage or lien, and recording it
• Collecting what is owed and enforcing a claim on the collateral
• Interstate or foreign commerce
• Owning or controlling a subsidiary corporation, or a general or limited partnership or LLC, that is organized or doing business in Maine
• An isolated transaction that is not one of a number of repeated similar transactions
• Acting in a fiduciary role that state law permits, such as executor, trustee or guardian
• Being a partner in a registered limited partnership or domestic general partnership, or a member of an LLC

Where property fits

Owning property in Maine is not among the items, and the statute does not name it as a trigger either. That leaves it to the general definition of carrying on business activities. A partnership that merely holds an asset here is in a different position from one that rents space, runs a practice, or staffs an office. If you are unsure, a Maine attorney can apply the definition to your facts.

For the application the state charges $250, a figure that is the same in the form, the LLP forms page and 31 MRSA 871. Pay by check or money order, or enclose a credit card voucher. The form is paper and goes to Augusta, and we found no online filing option. Next-business-day handling is $50 extra and same-day handling $100 extra, both optional.

What the application includes

• A name containing "Limited Liability Partnership," "LLP" or "L.L.P." (when the true name is unusable, Form FICT-4, at $40, supplies a fictitious one)
• Its jurisdiction and date of organization, and a statement that on the filing date it validly exists as an LLP under that jurisdiction's law
• The nature of the business it will conduct in Maine
• The registered agent, commercial or noncommercial
• The name and address of the contact partner
• The date it first did, or expects to begin, business in Maine
• Where the registered or principal office is located
• For a professional LLP, the services it will render and a statement that all partners are licensed

The statute requires proof of existence, usually the home state's certificate, authenticated by whoever keeps LLP records where the partnership is organized. Its date is the test: no more than 90 days may separate it from delivery of the application. If the home official issues no certificate of that kind, the statute accepts a copy of the partnership's registration that the home Secretary of State or another proper officer has certified or stamped.

You get this from your home state, not from Maine, and that office sets the price and the timing. Order it with the 90-day window in mind, and keep the date visible on the copy you send.

A foreign LLP may apply to do business under a Maine-compliant name, which need not match the name it uses at home (section 854). The name must meet section 803-A. If it does not, Form FICT-4 supplies a fictitious name for Maine.

Registered agent

A foreign LLP is required to keep a registered agent at all times, as Title 5, chapter 6-A defines the role. The application picks between two kinds: a commercial agent that is listed with the state, or a noncommercial one, meaning any individual or organization serving as process agent in Maine. Maine wants an actual street or rural route address, never a PO box. Putting a name on the form is the partnership's way of confirming that the agent consented. Form CLKRA-3 changes the agent and costs $35. Going without an agent, or not reporting a change, gives the state a ground to revoke authority.

An annual report is due every year by June 1, signed by a partner or another authorized individual. Its contents are the partnership name and jurisdiction, who the agent is, a brief account of the work actually performed in Maine, the chief executive office's street address, a Maine office address, and the contact partner. The fee is $150 for a foreign LLP, against $85 for a Maine one, and a late report adds $50.

Failing to file and pay leads the Secretary of State to revoke the authority, after notice. A partnership whose authority has been revoked must apply again to do business here. An error in a partner's name or address in an annual report filed in good faith does not undo the partnership's LLP status.

Amendments and cancellation

If a statement in the application changes, a partner files a certificate amending it. The fee is $90, or $35 for a change to the registered or principal office address or the contact partner's name or address. To leave Maine, file Form MLLP-12B, a certificate of cancellation, for $90. Cancelling does not end the Secretary of State's power to accept service for claims arising from business done here.

Section 858-A has four parts. First, a foreign LLP that transacts business here cannot pursue a court action until authority is granted and it has paid every fee and penalty accrued across the unauthorized years. Second, lacking authority leaves its contracts and acts valid and leaves it free to defend itself in court. Third, doing business here without authority does not by itself cost a partner the protection of limited personal liability. Fourth, the Secretary of State becomes the partnership's agent for process on any right of action arising out of its Maine business.

The statute states no flat civil penalty and no per-day charge. The cost is the back fees, which include the annual reports that would have been due, and the delay in being able to sue.

Mainstay's checkout does not take LLPs, only LLCs and for-profit corporations; an LLP's partners or attorney send Form MLLP-12 to Augusta themselves. The service for an LLP is the Maine registered agent, $149 per year, the same figure when it renews. The agent's Maine street address is the one to put on the application, and the state record will display it.

Service on the agent produces an online scan within the business day, with no fee, and government mail is scanned free for the first three items yearly. If your LLP already has a different Maine agent, Mainstay can file the switch and bill the state's fee as charged. The existence certificate, the annual reports and tax matters stay with the partnership. Details are on the Maine registered agent page. Mainstay does not practice law, so questions about professional liability go to counsel.