A Limited Partnership From Another State Qualifying in Maine

Under Maine's Uniform Limited Partnership Act in Title 31, a limited partnership is foreign when some other state or jurisdiction's law organized it. The route into Maine is an application under 31 MRSA 1412 for a certificate of authority. After reviewing it, the Secretary of State files it, prepares and signs the certificate, and returns a copy along with a receipt for the fees (section 1414).

Section 1411 leaves the partners' dealings with one another, and their liability as partners, to the law of the home jurisdiction. Maine cannot deny the certificate on the ground that its own law is different. By the same token, the certificate does not allow the partnership to do anything that a Maine limited partnership could not.

Section 1413 gives a ten-item list of activities that fall short of transacting business. Doing any of these alone does not make a foreign limited partnership a Maine business:

• Bringing, defending or settling a case or other dispute
• Meetings among partners and the rest of its internal affairs
• Having accounts at financial institutions
• Keeping an office that handles transfers and registration of its own interests, or naming trustees and depositories for them
• Selling through independent contractors
• Canvassing for orders, by post, online or via staff and agents, where a contract forms only upon acceptance outside Maine
• Taking on debt, or granting or taking a mortgage or lien on any kind of property
• Collecting debts and enforcing security interests, including holding and protecting what is acquired that way
• A lone deal that is finished within a month and is not one of many alike
• Engaging in interstate commerce

The property rule runs the other way

Subsection 2 is the part to read twice. It provides that real estate or tangible personal property you own in Maine and use to earn income, other than property the list already excludes, constitutes transacting business. For corporations, simple ownership is excused. For a limited partnership holding a rental building, a commercial parcel or equipment leased out in Maine, the safe assumption is that the certificate is needed. Property that earns nothing is a closer call, and a Maine attorney is the person to ask. Subsection 3 adds that the list does not decide whether another Maine law can reach the partnership for service of process, taxation or regulation.

The state charges $250. The number is printed on the form, on the limited partnership forms page and in the fee provisions of the Act (31 MRSA 1460). Pay with a check or money order for the Maine Secretary of State, or send a credit card voucher. The application is on paper, delivered to Augusta, and we found no online way to file it. Rush options are your choice: $50 for next-business-day handling, $100 for same-day.

Contents of the application

• The partnership's name, which has to include "Limited Partnership," "L.P." or "LP" (if the true name cannot be used, the fictitious-name route is Form FICT-4 at $40)
• Where and when it was organized
• The principal office, with street and mailing address, and a required office as well if home law demands one
• The registered agent, commercial or noncommercial
• The name and street and mailing address of each general partner
• A box if it is a limited liability limited partnership, which changes the required name ending to the long form, "L.L.L.P." or "LLLP"
• A box for a professional LLLP, with the services it provides

The application has to arrive with an existence certificate (or a record close to it) under 1412(2), signed by the home Secretary of State or the official in charge of the partnership's publicly filed records. What you send is a certificate of existence issued at home, and Maine allows a maximum of 90 days between the date it was made and the day the application is delivered. The Secretary of State's guide sets out the same limit.

Maine does not produce this paper. The statute does not list the partnership agreement or a copy of the certificate of limited partnership as a substitute. Ask the home filing office for the certificate, and compare its date with your mailing schedule, since an old one means ordering again.

Maine applies the Model Registered Agents Act to limited partnerships. The application designates a commercial registered agent, meaning one the Secretary of State lists, or a noncommercial agent, meaning an individual or an entity that serves in Maine. The address given has to be an actual Maine street or rural route location, not a PO box. Naming the agent amounts to the partnership's affirmation that the agent agreed to act.

A change of agent is made on Form CLKRA-3 for $35. Going without an agent, or failing to report a change of agent or agent address, lets the Secretary of State begin revocation under section 1416.

An annual report comes due each year, legal deadline June 1, signed by a general partner or another authorized individual. It reports the name and jurisdiction, the agent, a short statement of the business done in Maine, each general partner's name and address, and the principal office. A foreign limited partnership pays $150, well above the Maine rate, and a late filing adds $50.

If the report or the penalty is not paid, the Secretary of State revokes the authority, but only after written notice and 60 days to cure. The agent's authority survives revocation.

Amendments

Once a fact you gave the state changes, file an amendment without delay. Adding or dissociating a general partner, or a name change, costs $90. A new address for a general partner, or for the principal or registered office, costs $35.

Ending the certificate

File Form MLPA-12B, the notice of cancellation, at $90. After cancellation, the Secretary of State remains the partnership's agent for claims tied to its Maine business.

The consequences in section 1417 are gentler than in the corporate statutes. A foreign limited partnership without a certificate cannot maintain an action or proceeding in Maine while it transacts business here. The lack of one leaves its contracts and acts valid, lets it defend any suit, and does not make partners answer for partnership debts merely on that account. Operating without a certificate, or cancelling one, makes the Secretary of State the place where process is served on claims out of the partnership's Maine business.

Section 1418 gives the Attorney General a suit to restrain violations of the subchapter. The statute sets no fine and no per-year penalty.

The checkout on Mainstay Filing's site was built for LLCs and for-profit corporations, and limited partnerships fall outside it. A general partner or the partnership's attorney files Form MLPA-12 directly with the Augusta division. Mainstay Filing's piece is the registered agent: $149 each year, the same at renewal. Where the form asks for the agent's street address, Maine's public record will display it.

When a lawsuit or notice lands with the agent, a scan reaches you online within that business day at no cost, and Mainstay Filing scans the first three government letters of a year for nothing. A partnership whose agent is someone else can have Mainstay Filing prepare the swap, with the state's change fee billed at cost. The certificate, the annual report and tax filings stay with the partnership. See the Maine registered agent page for specifics. Liability questions belong with counsel, since Mainstay Filing is not a law firm.