LLC Conversion and Domestication Filing Requirements in Maine

At a glance

Requirements one by one

Conversion covers form and jurisdiction changes

Maine's “limited liability company” definition means a Maine-organized LLC; foreign LLCs are separately defined foreign organizations. The conversion subchapter therefore handles both a Maine LLC changing entity type and a Maine LLC becoming a foreign LLC, as well as a qualifying foreign LLC becoming a Maine LLC. Maine does not provide a separately named domestication, continuance, or transfer subchapter. 31 M.R.S. § 1502(11), (12), (14), and (19); § 1645.

The destination is broad but not automatic. “Organization” includes domestic or foreign partnerships, LLCs, business trusts, associations, corporations, and other entities. The non-LLC form's governing statute must authorize the conversion, neither governing jurisdiction may prohibit it, and both source and result must comply with their statutes. 31 M.R.S. §§ 1502(19) and 1645(1).

The plan is recorded and approval is unanimous

The plan must be in a record. It identifies the source's name, organization date, jurisdiction, and form; the result's name, jurisdiction, and form; the terms; how interests become money, resulting interests, or other consideration; and the recorded resulting organizational documents. Interests may instead become property or another organization's rights or securities, or be cancelled. 31 M.R.S. § 1645(2)-(3).

Every member must consent. Before the conversion statement is delivered for filing, the plan may govern amendment or abandonment; unless the plan prohibits it, the same unanimous consent supplies the fallback. Section 1646 states no lower agreement, class, series, manager-only, or separate personal-liability approval route. 31 M.R.S. § 1646.

Maine always receives a conversion statement

An LLC-authorized person signs the Statement of Conversion; an agent or attorney-in-fact may sign. It states that conversion occurred, the result's name, form, governing jurisdiction, organization date and principal office, the destination-law effective date, and approval under both Chapter 21 and the destination statute. A nonqualified foreign result also acknowledges certified- mail process and gives its principal-office address. 31 M.R.S. §§ 1647 and 1676.

For an inbound Maine LLC, the filer also delivers the Certificate of Formation with conversion history and approval statements. Current MLLC-CONV instead allows an attached destination organizing document or indicates that the result does not file in Maine. 31 M.R.S. § 1647; Form MLLC-CONV.

The current form lists $145 for a domestic or foreign business-corporation result and $175 for a domestic or foreign LP, LLP, partnership, or LLC result. An inbound Maine LLC becomes effective when its formation certificate does; another result's governing statute supplies the conversion's effective time. A Chapter 21 record's delayed date cannot exceed the 90th day after filing. 31 M.R.S. §§ 1647, 1674, and 1680; Form MLLC-CONV.

The same organization and its obligations continue

The result is the same organization. Property remains vested; debts, obligations, and liabilities continue; proceedings continue without required substitution; and rights, privileges, immunities, powers, purposes, and plan terms remain or take effect. Conversion does not require winding up, does not dissolve the source, and is not treated as a transfer. 31 M.R.S. § 1648.

A foreign result consents to Maine court jurisdiction for an enforceable debt, obligation, or liability on which the Maine LLC was subject to suit before conversion. The statute also provides certified-mail process when that foreign result is not qualified in Maine. 31 M.R.S. § 1648(3).

What trips people up

Maine's lack of a “domestication” caption does not mean there is no direct interstate route. Because “limited liability company” alone is defined as a Maine entity while a foreign LLC is a foreign organization, moving between the two falls within conversion. The current form confirms both domestic and foreign LLC results.

The amendment-and-abandonment text stops when the statement is delivered for filing. Section 1646 provides no postfiling withdrawal procedure, so a delayed effective date should not be treated as a statutory postfiling cancellation window.

Common questions

May a Maine LLC become a foreign LLC directly?

Yes, if the destination statute authorizes the conversion, neither jurisdiction prohibits it, and both laws are satisfied. Maine still requires its Statement of Conversion. 31 M.R.S. §§ 1645 and 1647.

Can fewer than all members approve?

No under the conversion section. Every member must consent to the plan. 31 M.R.S. § 1646(1).

Does Maine provide conversion appraisal rights?

No express appraisal, dissent, buyout, or withdrawal right appears in the conversion subchapter or complete current Chapter 21. The unanimity rule means the conversion cannot proceed without every member's consent.

Statutes and sources

• 31 M.R.S. §§ 1502 and 1645-1648 — definitions, conversion scope, plan, unanimous consent, filing, effective time, and continuity; official Chapter 21 PDF (accessed September 8, 2026).
• 31 M.R.S. §§ 1674, 1676, and 1680 — filing timing, authorized signature, and conversion fees; official Chapter 21 PDF (accessed September 8, 2026).
• Maine Secretary of State Form MLLC-CONV — current statement fields, destination attachments, signature, and route-specific fees; official form (accessed September 8, 2026).