Foreign Limited Liability Companies

TITLE 31

§ 712. Authority to do business required

Before doing business in this State, a foreign limited liability company must obtain authority to do business from the Secretary of State.

1. Definitions. As used in this subchapter, "doing business," "the doing of business" or "business done in this State," by a foreign limited liability company means the course or practice of carrying on any business activities in this State. Without excluding other activities that may not constitute transacting business in this State, a foreign limited liability company is not considered to be transacting business in this State, exclusively for the purpose of qualification under this subchapter, solely by reason of carrying on in this State one or more of the following activities:

A. Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;

B. Holding meetings of its managers or members or carrying on other activities concerning its internal affairs;

C. Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust company or stock or bond brokerage accounts;

D. Maintaining offices or agencies for the transfer, exchange and registration of its interests or appointing and maintaining trustees or depositaries with relation to its interests;

E. Effecting sales through independent contractors;

F. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, when the orders require acceptance outside this State before becoming binding contracts and when the contracts do not involve any local performance other than delivery and installation;

G. Making loans or creating or acquiring evidences of debt, mortgages or liens on real or personal property or recording the same;

H. Securing or collecting debts or enforcing any rights in property securing the same;

I. Effecting transactions in interstate or foreign commerce;

J. Owning or controlling a subsidiary corporation incorporated in or transacting business within this State;

K. Owning or controlling a general or limited partnership or a limited liability company organized or transacting business within this State;

L. Conducting an isolated transaction not in the course of a number of repeated similar transactions;

M. Serving as trustee, executor, administrator or guardian or in like fiduciary capacity as permitted by the laws of this State; or

N. Being a partner in a domestic limited partnership or a member in a domestic limited liability company.

§ 718. Doing business without authority; right to sue and be sued; liability of members; penalties

1. Prohibition against bringing an action, suit or proceeding. A foreign limited liability company doing business in this State may not maintain any action, suit or proceeding in this State until it is granted authority to do business in this State and pays to the State all fees and penalties for the years or parts of years during which it did business in this State without having been granted the authority to do business.

2. Validity of contracts; right to be sued; right to defend suit. The failure of a foreign limited liability company to obtain authority to do business in this State in accordance with this chapter does not impair:

A. The validity of any contract or act of the foreign limited liability company;

B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or

C. The right of the foreign limited liability company to defend any action, suit or proceeding in a court of this State.

3. Liability of members. A member of a foreign limited liability company is not liable solely by reason of the limited liability company having done business in this State without being granted the authority to do business in this State.

4. Penalty. The Secretary of State may fine a foreign limited liability company doing business in this State without first having been granted the authority to do business in this State $750 for each year or part of a year during which the foreign limited liability company failed to obtain authority to do business in this State.

TO QUALIFY A FOREIGN LIMITED LIABILITY COMPANY:

Form MLLC-12 Application For Authority To Do Business

$250.00

The application must be accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is organized, stating that the limited liability company has legal existence, good standing or similar language and dated not earlier than 90 days prior to the date of delivery for filing the application.

The application must also be accompanied by Form MLLC-18. This form must be originally signed by the person designated as the registered agent in Maine. If the agent is a corporation, then an officer of that corporation must originally sign. A list of individuals and corporations willing to act as registered agents is available upon request.

BUREAU INFORMATION

Foreign Limited Liability Companies