LLC Amendment and Legal-Name-Change Filing Requirements in Maine
At a glance
| Governing law and covered public record | Maine Limited Liability Company Act, 31 M.R.S. ch. 21; public certificate of formation changed by Certificate of Amendment MLLC-9 or superseded by Restated Certificate MLLC-6A filed with Secretary of State (§ 1532) |
|---|---|
| Mandatory, permitted, and restatement routes | Certificate may be amended or restated at any time; no general amendment deadline. Restatement may include amendments, and any new change remains subject to the rules that would govern a separate amendment; restated certificate supersedes prior certificate but preserves original formation date (§ 1532) |
| Legal name and availability | MLLC-9 changes legal name. Name needs statutory LLC designator and distinguishability; Secretary may refuse obscene, unlawfully promotional, falsely public-associated, or otherwise unlawful name. Written undertaking/consent, judgment, merger, reorganization, or asset acquisition supplies listed exceptions (§ 1508) |
| Internal approval and private consents | LLC agreement governs internal relations. If silent, member majority decides ordinary-course matters and all members consent to outside-course acts. Act does not classify every certificate amendment or prescribe one amendment-specific vote; apply agreement and nature of change. No ordinary state-filing third-party consent appears (§§ 1521, 1556) |
| Filing contents and attachments | LLC name, original certificate filing date, and changes to most recently amended/restated certificate. MLLC-9 has name, special-status, agent, and attached-other-change fields; MLLC-6A reproduces operative formation fields and attaches other matters (§ 1532; forms) |
| Signer, filing channel, and fee | Person authorized by LLC signs; agent/attorney-in-fact allowed and POA not filed. Forms require original signature, printed name/capacity, date, and oath/affirmation. Current public route is fillable PDF printed and mailed/delivered. Amendment $50; restatement $80; optional expedite $50 next-business-day or $100 same-day (§§ 1673, 1676, 1680; SOS/forms) |
| Effective time, delay, and rejection | Effective on filing unless specified time or delayed date; delay caps at 90th day and date-only delay is 12:01 a.m. Forms lack dedicated delay field, so confirm attachment/custom procedure. Filing must use required form if mandated, contain required information, be legible, delivered, signed, and paid; erroneous filings are returned (§§ 1673–1674; forms) |
| Correction, change, report, and assumed-name alternatives | MLLC-17 corrects initially incorrect, defectively signed, subsequently inaccurate, or erroneously filed record; no delayed date and generally retroactive. Agent may use no-approval statement of change or MLLC-9 alternative. Amended annual report updates report-year data through Dec. 31. Assumed name is separate before using another business name (§§ 1510, 1665–1666, 1675; 5 M.R.S. § 108) |
| Post-filing records, registrations, and status effect | Restatement supersedes prior certificate while original formation date remains. Save accepted filing, approval, agreement, current certificate, and signing authority. Filing changes Maine public record but does not itself update tax, license, bank, contract, title, trademark, assumed-name, or foreign-registration records (§§ 1532, 1674–1676) |
Requirements one by one
MLLC-9 amends; MLLC-6A restates
Under 31 M.R.S. § 1532, a certificate of formation may be amended or restated at any time. Form MLLC-9 is the certificate of amendment. It states the LLC's name, the filing date of the initial certificate, and the changes to the certificate as most recently amended or restated.
Form MLLC-6A is the restated certificate. A restatement may include amendments; each new change remains subject to the rules that would apply to a separately filed amendment. The restatement supersedes the original and prior amendments but preserves the original formation date.
The Act states no general deadline to amend when information changes. Correction, agent, and annual-report statutes create separate routes for their own data.
Legal-name changes use MLLC-9 and § 1508
MLLC-9's first article records the new name. Section 1508 requires an LLC designator and distinguishability from the listed entity, name-filing, and mark records. The Secretary of State may refuse an obscene, unlawfully promotional, falsely public-associated, or otherwise unlawful name.
The section provides written-undertaking, final-judgment, merger, reorganization, and asset-acquisition exceptions. An assumed name under § 1510 is a separate business-use name and does not change the registered legal name.
Approval depends on the agreement and the nature of the change
Section 1521 makes the LLC agreement control internal member-company relations unless a nonwaivable rule applies. When the agreement is silent, § 1556 assigns ordinary-course matters to a majority of members and outside-course acts to all members.
The Act does not create a separate vote solely labeled “certificate amendment.” Determine whether the agreement supplies the authority and, if it does not, whether the specific change is ordinary or outside the ordinary course. Do not treat the authorized filing signature as the approval itself.
An LLC-authorized person signs
31 M.R.S. § 1676 requires a person authorized by the LLC to sign a company record. An agent or attorney-in-fact may sign, and the power of attorney need not be provided to or filed with the Secretary of State.
MLLC-9 and MLLC-6A require an original signature, printed name and capacity, and date. Execution constitutes an oath or affirmation under the forms' stated false-swearing warning.
Amendment is $50 and restatement is $80
Section 1680 and the current forms set a $50 amendment fee and $80 restatement fee. The fillable PDFs are completed, printed, and mailed or delivered with the customer-contact cover letter. Current cover letters offer optional $50 next-business-day and $100 same-day expedited service.
Delay is available for up to 90 days
31 M.R.S. § 1674 makes the filing effective on the Secretary's filing endorsement unless it states a filing-day time or a delayed date and time. A delay cannot extend beyond the 90th day. A delayed date without a time takes effect at 12:01 a.m.
Current MLLC-9 and MLLC-6A have no dedicated delayed-effective-date field. Confirm the current exhibit or custom-filing procedure before relying on a delay. Section 1673 requires the prescribed information, form when mandated, legible presentation, delivery, and payment; the cover letter warns that an erroneous filing is returned.
Correction is broader than amendment but cannot be delayed
31 M.R.S. § 1675 and Form MLLC-17 permit correction when a filed record contained incorrect information, was defectively signed, later became inaccurate, or was filed erroneously. The statement identifies the record and filing date, explains the error or defective signature, and supplies the correction. It may also render an erroneously filed record ineffective.
A correction cannot state a delayed effective date. It generally relates back, but takes effect only when filed against a prior relying person who would be adversely affected by retroactivity. The fee is $50.
Agent, annual-report, and assumed-name routes remain separate
Title 5 § 108 lets an LLC change registered-agent information by a separate statement without member or governor approval, effective on filing. It also allows amendment of the prior agent filing as an alternative; MLLC-9 includes an agent-change section.
The annual report carries agent, principal-office, business, and one authorized person's information under 31 M.R.S. § 1665(1). 31 M.R.S. § 1666 permits an amended annual report through December 31 of that report year. Section 1510 requires a separate statement before the LLC transacts business under an assumed name; § 1680 sets the assumed-name fee at $125.
Keep the accepted and internal records aligned
The restated certificate becomes the operative public certificate while the original formation date remains unchanged. Save the accepted filing, current certificate, LLC agreement, approval record, and signing authority.
The Maine filing does not itself revise tax, license, bank, contract, property-title, trademark, assumed-name, or foreign-registration records.
What trips people up
Maine's form asks for an “authorized person,” but that answers only who signs the filing. Approval still comes from the LLC agreement and, when it is silent, the Act's ordinary-course and outside-course voting rules.
Common questions
Can a restatement make a new legal-name change?
Yes. Section 1532 permits restatement with amendment, and MLLC-6A includes a new-name field. The change remains subject to the same rules that would apply if it were made through a separate amendment.
Should a later-inaccurate filing use correction or amendment?
Section 1675 expressly permits correction when filed information later becomes inaccurate. A voluntary new legal name or other deliberate certificate change uses § 1532. The exact history and desired effective treatment determine which route fits.
Statutes and sources
- 31 M.R.S. §§ 1508, 1510, 1521, 1532, 1556, 1665–1666, and 1673–1680 — name, amendment, restatement, approval, signer, effect, correction, alternatives, and fees. Official Title 31 statutes (accessed August 21, 2026).
- 5 M.R.S. § 108 — agent-change statement and no-approval rule. Official section (accessed August 21, 2026).
- Maine Secretary of State — current LLC forms page, MLLC-9, MLLC-6A, and MLLC-17 (accessed August 21, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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