Maine Authority for an Out-of-State Nonprofit Corporation

Maine keeps nonprofit corporations in a separate act, the Maine Nonprofit Corporation Act in Title 13-B. Its foreign corporation chapter begins with a simple command in 1201: no foreign corporation shall carry on activities in the state until it has been authorized to do so. The word Maine uses is "activities," not "business," and the filing is an application for authority to carry on activities.

Once it holds authority, the nonprofit may carry on any activity it can carry on at home and that a Maine nonprofit may carry on, unless its application limited it to fewer (section 1203). The authority lasts as long as the nonprofit keeps its home-state authority and Maine does not revoke or end it. Maine will not turn down an application merely because the home state's rules on organization differ from Maine's.

Section 1201(2) lists activities that do not, by themselves, mean a nonprofit is carrying on activities in Maine. The statute opens the list by saying it does not exclude other activities, so it is a floor and not a ceiling. The eight items are:

• Maintaining, defending or taking part in an action or proceeding of any kind, or settling it or settling claims
• Holding meetings of directors or members and similar internal matters
• Keeping bank accounts
• Collecting debts and enforcing rights in property that secures them
• Doing a transaction in interstate or foreign commerce
• One isolated deal closed out inside 30 days and not repeated as part of a series
• Soliciting contributions by mail
• Owning real estate

The list notably includes mail fundraising, which matters for a charity that appeals to Maine donors from elsewhere. It also names real estate ownership with no "without more" condition attached. Even so, a nonprofit that runs programs here, employs staff or operates from a Maine site has moved well beyond the list. Section 1201(3) also says the list is no yardstick for service of process, so borderline facts deserve a lawyer's look.

The fee is $45. You will see the same number printed on the form, on the nonprofit forms page and in the fee section of the Act (13-B MRSA 1401). You can pay by check or money order, and a credit card voucher is also accepted. The application is a paper filing mailed to the Division of Corporations in Augusta, and any duly authorized individual can sign it. The form does not call for a notary.

Optional rush handling is available on the cover letter: next business day for $50, same business day for $100.

Items on the application

• The name of the nonprofit and, if the real name is unavailable, a fictitious name with Form FICT-4
• Its jurisdiction and date of incorporation
• The purposes it may pursue under its home law, and whether it seeks authority for all of them or only some
• The address of its registered or principal office, wherever located
• The registered agent, commercial or noncommercial, with the agent's consent affirmed

Nothing on the form addresses tax-exempt status, and charitable solicitation rules are administered elsewhere.

Section 1202 attaches one condition to the application: a certificate of existence, or similar proof, from whichever official keeps corporate records in the nonprofit's state or country of incorporation. It has to be made within 90 days before you deliver the application. The Secretary of State's guide says the document should confirm legal existence or good standing.

Maine will not generate this paper for you. The home state decides what it costs and how long it takes. Because the clock runs from the date on the certificate, time the order so that the rest of the package is ready when it arrives.

Every foreign nonprofit must have and continuously maintain a registered agent in Maine (13-B MRSA 1212-B). Maine uses the Model Registered Agents Act in Title 5. A nonprofit picks a commercial agent that appears on the state's list, or a noncommercial agent, which is any person or organization, whether based in Maine or not, that serves as agent for service here. The filing gives a physical Maine address with no PO box, and naming the agent confirms that the agent agreed. Process on an authorized foreign nonprofit is governed by 5 MRSA 113.

The name must meet section 301-A: it cannot imply a purpose outside what the nonprofit may pursue and must stand apart from names on the state's records. If the name has changed at home, the nonprofit has 30 days to amend its application (section 1205). Switching agents takes Form CLKRA-3 at $15, and a revocation ground exists for an agent change that is never reported.

A foreign nonprofit files an annual report with a legal deadline of June 1. The report lists the registered agent information, the president, treasurer, secretary or clerk and directors, a short statement of the activities carried on in Maine, and the principal office. The fee is $35. Filing late adds $25, and nonpayment of the report fee or the penalty can lead to revocation of authority after a notice and a 60-day chance to cure.

Changes and exit

An amended application, $15, is needed after a change of name, a change in the kinds of activities, or a change of office address. To end its authority the nonprofit files Form MNPCA-12B, the application for surrender of authority, for $15. The nonprofit states that its Maine activity has ended, withdraws the agent's authority to accept process, and accepts service on the Secretary of State for claims that arose earlier. A nonprofit that has stopped activity but plans to resume can look at the certificate of excuse in section 1301.

Section 1214 is blunt about the money. A nonprofit that carries on activities without required authority is liable to Maine for the fees and penalties that authority would have carried, counted across each year or partial year of activity, and it adds $25 for each day those amounts stay unpaid. The Attorney General brings the claim to collect.

The nonprofit also may not maintain an action, suit or proceeding in Maine until it is authorized and has paid, and that bar extends to certain assignees, successors and buyers of nearly all its assets. A pending case abates or is dismissed without prejudice. The other side of the ledger is protective: the lack of authority does not impair any contract or the other party's right to sue on it, and does not stop the nonprofit from defending. Section 1211 separately lets the Attorney General sue to restrain unauthorized activity.

The checkout on Mainstay's site is for LLCs and for-profit corporations. A nonprofit corporation therefore sends Form MNPCA-12 to Augusta on its own or through its attorney. Mainstay's offer to a nonprofit is the Maine registered agent, priced at $149 per year and not raised on renewal. Whatever Maine street address the agent uses goes onto the application, and the state's records will show it.

If the agent is served, the paper is scanned and posted for you that business day, and no fee applies; the same free scan covers the first three government letters each year. Should your organization already use a different Maine agent, Mainstay can handle the change filing, billing the state's fee at its own cost. The certificate and the annual report stay with the organization. More is on the Maine registered agent page. Mainstay does not give legal advice.