Foreign Qualification Application

MAINE FOREIGN BUSINESS CORPORATION QUALIFICATION PACKAGE

This worksheet prepares information for Maine Secretary of State Form MBCA-12, Application for Authority to Do Business. It is not a substitute for the current official form.

1. CURRENT FILING SUMMARY

The current MBCA-12 customer cover letter lists optional fees of $50 for next-business-day service and $100 for same-business-day service.

2. WHEN AUTHORITY IS REQUIRED

Under 13-C M.R.S. § 1501(1), a foreign corporation may not transact business in Maine until it files an application for authority.

Section 1501(2) identifies activities that, standing alone, do not constitute transacting business under the Maine Business Corporation Act, including:

• Maintaining, defending, or settling a proceeding
• Conducting internal corporate-affairs activity
• Maintaining bank accounts
• Maintaining offices or agencies concerning the corporation's own securities
• Selling through independent contractors
• Soliciting or obtaining orders that require acceptance outside Maine before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests
• Securing or collecting debts or enforcing mortgages or security interests
• Owning real or personal property without more, other than agricultural real estate
• Conducting an isolated transaction completed within 30 days and outside a course of similar repeated transactions
• Transacting business in interstate commerce
• Owning and controlling a subsidiary incorporated or doing business in Maine

These statutory safe harbors do not decide whether another licensing, tax, employment, or regulatory law applies. Obtain legal advice when the corporation's Maine activity is close to the qualification line.

Section 1502 provides that an unqualified foreign corporation may not maintain a Maine court proceeding until it qualifies and pays the filing fee. It also imposes a $500 civil penalty for each year or part of a year the corporation transacts business without authority. Lack of authority does not invalidate corporate acts or contracts and does not prevent the corporation from defending a proceeding.

3. PRE-FILING CHECKLIST

☐ Confirmed that the applicant is a foreign business corporation, not a foreign nonprofit corporation, LLC, limited partnership, or LLP.

☐ Analyzed whether the planned Maine activity requires authority under § 1501.

☐ Confirmed the corporation's exact legal name, jurisdiction of incorporation, and incorporation date.

☐ Checked whether the legal name is available and satisfies § 401.

☐ If the legal name is unavailable, selected a compliant fictitious name and prepared Form FICT-4 under § 404.

☐ Selected a commercial or noncommercial Maine registered agent and obtained consent.

☐ Gathered the physical and mailing addresses of the principal office.

☐ Gathered the names, capacities, and usual business addresses of all current directors and officers.

☐ Completed the professional-corporation disclosures if applicable.

☐ Obtained an authenticated certificate of existence or similar document made no more than 90 days before planned delivery.

☐ Reviewed the current official MBCA-12 and its customer cover letter immediately before filing.

4. NAME AND REGISTERED AGENT

Corporate or fictitious name

Section 1503(1)(A) requires the application to state the foreign corporation's name or, if its real name is unavailable in Maine, a name satisfying § 401. Section 404 defines a fictitious name as one adopted by an authorized foreign corporation because its real name is unavailable.

The current Secretary of State fee is $40 for a fictitious-name filing.

Registered agent

Under 5 M.R.S. § 105, the filing states either the commercial registered agent's name or the noncommercial registered agent's name and address. Naming the agent affirms that the agent consented to serve. The current MBCA-12 requires a physical address, not a P.O. box, for a noncommercial registered agent.

☐ Commercial registered agent

☐ Noncommercial registered agent

☐ The registered agent consented to serve.

5. MBCA-12 APPLICATION WORKSHEET

Use this worksheet to prepare the current official form.

5.1 Corporation information

5.2 Professional-corporation status

☐ Not a professional corporation under 13 M.R.S. chapter 22-A.

☐ Professional corporation. Complete the current MBCA-12 professional-corporation certification and confirm that the name used in Maine satisfies the form's professional-corporation naming instructions.

5.3 Current directors and officers

List every current director and officer and each person's usual business address. Attach additional pages if needed.

5.4 Existence certificate

Section 1503(2) requires a certificate of existence or similar document authenticated by the official who holds the corporation records in the incorporation jurisdiction. The document must have been made no more than 90 days before delivery of the application.

5.5 Execution

Under 13-C M.R.S. § 121(5)-(6), the filing must be dated and signed by an authorized corporate officer or another statutorily permitted signer, with the signer's name and capacity stated. The current MBCA-12 calls for the original signature of a duly authorized officer. A corporate seal, notarization, acknowledgment, and verification are not required by § 121(6).

6. FILING ASSEMBLY

☐ Completed and originally signed current Form MBCA-12.

☐ Authenticated certificate of existence or similar document made no more than 90 days before delivery.

☐ Form FICT-4 and $40 fee, if a fictitious name is required.

☐ Additional page listing directors and officers, if needed.

☐ Completed customer contact cover letter.

☐ $250 qualification fee under 13-C M.R.S. § 123(1)(Z).

☐ Optional expedited-service fee, if requested.

7. CURRENT FEES

The statutory filing amounts are in 13-C M.R.S. § 123. The expedited-service amounts are stated on the current MBCA-12 customer cover letter.

8. POST-FILING COMPLIANCE

Annual report

Under § 1621, the first annual report is due between January 1 and June 1 of the year after the calendar year in which the foreign corporation was authorized. Later annual reports use the same January 1-to-June 1 filing window.

The report includes the corporation's name and incorporation jurisdiction, registered-agent information, Maine business character, principal-office address, principal officers, and directors. Information must be current as of execution.

☐ File the $150 foreign-corporation annual report by June 1.

☐ Pay the additional $50 late penalty if the report is delivered after the deadline but before revocation.

Amendments

Section 1504 requires an amended application if the foreign corporation changes its corporate name, principal office, or jurisdiction of incorporation. A change of incorporation jurisdiction requires a newly authenticated existence document made no more than 90 days before delivery.

☐ Review whether a change requires current Form MBCA-12A or another Secretary of State filing.

☐ File registered-agent changes using the current form or online process.

9. WITHDRAWAL AND REVOCATION

Voluntary withdrawal

Under § 1521, an authorized foreign corporation withdraws by filing an application that states, among other required information, that it is no longer transacting business in Maine and surrenders its authority. The application revokes the registered agent's authority for covered claims, appoints the Secretary of State for service concerning causes of action arising while the corporation was authorized, supplies a mailing address for process, and commits to update that address.

Use current Form MBCA-12B, Application of Withdrawal. The filing fee is $90.

Administrative revocation

Sections 1531-A and 1532 authorize revocation for specified grounds, including unpaid fees or penalties, failure to file an annual report, failure to pay the annual-report late penalty, failure to maintain or update registered-agent information, knowingly filing materially false information with the required intent, and official notice of home-jurisdiction dissolution or disappearance through merger.

After notice, authority is revoked if the corporation fails to correct the grounds within the 60-day statutory period. Section 1532(6) provides that a revoked foreign corporation wishing to transact business in Maine again must become authorized under chapter 15; it does not provide the domestic-corporation reinstatement procedure.

SOURCES AND REFERENCES

• Maine Revisor — 13-C M.R.S. § 1501, Authority Required and Safe Harbors
• Maine Revisor — 13-C M.R.S. § 1502, Consequences Without Authority
• Maine Revisor — 13-C M.R.S. § 1503, Application for Authority
• Maine Revisor — 13-C M.R.S. § 1504, Amended Application
• Maine Revisor — 13-C M.R.S. § 121, Filing and Signature Requirements
• Maine Revisor — 13-C M.R.S. § 401, Corporate Names
• Maine Revisor — 13-C M.R.S. § 404, Fictitious Names
• Maine Revisor — 13-C M.R.S. § 1521, Withdrawal
• Maine Revisor — 13-C M.R.S. § 1531-A, Revocation Grounds
• Maine Revisor — 13-C M.R.S. § 1532, Revocation Procedure and Effect
• Maine Revisor — 13-C M.R.S. § 1621, Annual Reports
• Maine Revisor — 13-C M.R.S. § 1622, Late Reports and Penalties
• Maine Revisor — 13-C M.R.S. § 123, Fees
• Maine Revisor — 5 M.R.S. § 105, Registered Agent
• Maine Secretary of State — Form MBCA-12
• Maine Secretary of State — Foreign Entities
• Maine Secretary of State — Business Corporation Forms and Fees
• Maine Secretary of State — Filing Requirement Reminders