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> Limited Liability Companies > Foreign Limited Liablity Companies
Foreign Limited Liability CompaniesTITLE 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:
§ 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:
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:
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. |
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