APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN THE STATE OF MAINE
Prepared in conformity with 13-C M.R.S. §1503 (foreign business corporations) and, as applicable, 31 M.R.S. §1622 (foreign limited liability companies) (the “MBCA/RULLCA”)
[// GUIDANCE: This template is intentionally drafted at a higher level of detail than the SOS short-form filing. It combines the statutory requirements of an Application for Authority with robust corporate undertakings so that counsel may (i) attach the completed pages 1-3 to the official Maine SOS form, or (ii) file this document itself if local practice permits.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1 . DOCUMENT HEADER
1.1 Title.
APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN THE STATE OF MAINE (this “Application”).
1.2 Applicant.
[LEGAL NAME OF FOREIGN ENTITY], a [STATE/COUNTRY OF FORMATION] [select one: corporation | limited liability company | limited partnership | other] (the “Foreign Entity”).
1.3 Effective Date.
This Application shall become effective on the later of (a) the date and time of acceptance for filing by the Maine Secretary of State (“SOS”), or (b) [DEFERRED EFFECTIVE DATE/TIME, if any, not more than 90 days after signing].
1.4 Recitals.
A. The Foreign Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
B. Pursuant to the MBCA/RULLCA, a foreign entity may not transact business in Maine until it obtains a certificate of authority from the SOS.
C. The Foreign Entity desires to transact business in Maine and submits this Application to the SOS for filing.
2 . DEFINITIONS
The following capitalized terms shall have the meanings set forth below:
“Annual Report” – the report required to be filed each year with the SOS under 13-C M.R.S. §1621 or 31 M.R.S. §1661.
“Certificate of Authority” – the certificate issued by the SOS evidencing acceptance of this Application.
“Registered Agent” – a commercial or non-commercial clerk/registered agent located in Maine appointed under Section 3.4.
“Withdrawal” – the statutory filing by which the Foreign Entity terminates its authority to transact business in Maine pursuant to Section 5.2.
[// GUIDANCE: Add, remove, or tailor definitions as appropriate for the entity type.]
3 . OPERATIVE PROVISIONS
3.1 Legal Name. The Foreign Entity’s exact legal name is “[LEGAL NAME],” and, if that name is unavailable in Maine, it shall use the assumed name “[ASSUMED NAME]” (the “Maine Name”).
3.2 Jurisdiction & Date of Formation. The Foreign Entity was formed on [DATE OF FORMATION] under the laws of [STATE/COUNTRY OF FORMATION].
3.3 Principal Office. The street and mailing address of the Foreign Entity’s principal office is:
[STREET ADDRESS, CITY, STATE/COUNTRY, ZIP/POSTAL CODE].
3.4 Registered Agent & Registered Office in Maine.
(a) Name of Registered Agent: [NAME OF COMMERCIAL/NONCOMMERCIAL CLERK OR REGISTERED AGENT].
(b) Street Address of Registered Office (no P.O. Boxes): [STREET ADDRESS, CITY/TOWN, ME ZIP].
3.5 Business Purpose in Maine. The Foreign Entity is authorized to engage in [GENERAL STATEMENT OF BUSINESS ACTIVITIES] to the fullest extent permitted by Maine law.
3.6 Duration. [Perpetual | Specified Term Ending _].
3.7 Supporting Certificate. A Certificate of Existence/Good Standing issued by the [STATE/COUNTRY OF FORMATION] SOS (or equivalent authority) dated not more than 90 days prior to the date of this Application is attached as Exhibit A.
3.8 Fees. The Foreign Entity shall tender the statutory filing fee (currently $250 for corporations; $250 for LLCs) concurrently with this Application.
4 . REPRESENTATIONS & WARRANTIES
The Foreign Entity represents and warrants to the State of Maine that, as of the Execution Date:
4.1 Good Standing. The Foreign Entity is in good standing and has complied with all organizational filing requirements in its jurisdiction of formation.
4.2 Authority. The execution, delivery, and performance of this Application have been duly authorized by all necessary entity action.
4.3 Name Availability. The Maine Name is distinguishable on the SOS’s records and complies with 13-C M.R.S. §401 or 31 M.R.S. §1508.
4.4 Accuracy. All information set forth in this Application and any attachments is true, correct, and complete.
4.5 No Conflicts. The Foreign Entity’s transaction of business in Maine will not violate the laws of its jurisdiction of formation or any agreement binding upon it.
The foregoing representations and warranties shall survive issuance of the Certificate of Authority.
5 . COVENANTS & RESTRICTIONS
5.1 Ongoing Compliance Obligations.
(a) Annual Reports. File an Annual Report with the SOS on or before June 1 of each year and pay the associated fee.
(b) Registered Agent. Continuously maintain a Registered Agent and Registered Office in Maine and promptly file a Statement of Change upon any modification.
(c) Corporate Maintenance. Maintain good standing in the jurisdiction of formation and in every jurisdiction where it is qualified.
(d) Name Changes. File an amended Application within 30 days after any change to its legal name.
(e) Tax Compliance. Timely pay all Maine taxes, fees, and assessments, including corporate income tax, sales/use tax, and unemployment contributions, as applicable.
5.2 Withdrawal.
(a) Voluntary. The Foreign Entity may voluntarily terminate its authority by filing a Statement of Withdrawal/Certificate of Surrender pursuant to 13-C M.R.S. §1520 or 31 M.R.S. §1534 and paying the statutory fee.
(b) Legacy Service of Process. For a period of six (6) years following Withdrawal, the Foreign Entity irrevocably appoints the Maine SOS as its agent for service of process with respect to causes of action arising during the period of its authority.
5.3 Prohibited Activities. Absent separate licensure, the Foreign Entity shall not engage in (i) banking; (ii) insurance underwriting; or (iii) any professional services requiring individual licensure (e.g., law, medicine, engineering).
6 . DEFAULT & REMEDIES
6.1 Events of Default. Any of the following shall constitute an “Event of Default”:
(a) Failure to file an Annual Report or pay associated fees for sixty (60) days after the due date;
(b) Failure to maintain a Registered Agent for thirty (30) days;
(c) A misrepresentation or omission in this Application that is material when made.
6.2 Cure Period. Upon written notice from the SOS, the Foreign Entity shall have sixty (60) days to cure an Event of Default.
6.3 Administrative Revocation. If the Foreign Entity fails to cure within the applicable period, the SOS may administratively revoke the Certificate of Authority pursuant to 13-C M.R.S. §1531 or 31 M.R.S. §1535.
6.4 Reinstatement. A Foreign Entity whose authority has been revoked may apply for reinstatement under 13-C M.R.S. §1532 or 31 M.R.S. §1536 upon payment of all fees, penalties, and submission of required reports.
6.5 Costs & Fees. The Foreign Entity shall be liable for all reasonable costs, fees, and expenses incurred by the State of Maine in connection with enforcement of its obligations hereunder.
7 . RISK ALLOCATION
7.1 Indemnification. [INTENTIONALLY OMITTED – not applicable per Metadata].
7.2 Limitation of Liability. [INTENTIONALLY OMITTED – not applicable per Metadata].
7.3 Insurance. [Optional] The Foreign Entity shall maintain commercially reasonable insurance coverage for its Maine operations, including general liability, workers’ compensation, and automobile liability where applicable.
7.4 Force Majeure. Neither the Foreign Entity nor the State of Maine shall be liable for delay or failure in performance caused by acts of God, war, terrorism, civil disturbance, or any other cause beyond the reasonable control of the affected party; provided that the Foreign Entity’s statutory filing and fee obligations shall not be excused.
8 . DISPUTE RESOLUTION
8.1 Governing Law. This Application and all matters arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Maine without regard to conflict-of-laws principles.
8.2 Forum Selection. Any action, suit, or proceeding arising out of or relating to this Application shall be brought exclusively in the Business and Consumer Court of Maine or, if jurisdiction is lacking, in the Superior Court of Kennebec County, Maine.
8.3 Arbitration; Jury Waiver; Injunctive Relief. [NOT APPLICABLE – per Metadata].
9 . GENERAL PROVISIONS
9.1 Amendment. This Application may be amended only by filing an Amended Application for Authority with the SOS in accordance with the MBCA/RULLCA.
9.2 Assignment. The rights and obligations created by issuance of a Certificate of Authority are non-assignable except as provided by statute incident to merger, conversion, or domestication.
9.3 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.4 Entire Agreement. This Application, together with all attachments and statutory filings, constitutes the entire agreement between the Foreign Entity and the State of Maine with respect to the subject matter hereof.
9.5 Electronic Signatures. Pursuant to 10 M.R.S. §9501 et seq., facsimile, PDF, and other electronic signatures shall be deemed original and binding for all purposes.
9.6 Counterparts. This Application may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
10 . EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application on the date set forth below.
| Date: [____] | [FOREIGN ENTITY LEGAL NAME] By: _____ Name: [AUTHORIZED SIGNATORY NAME] Title: [AUTHORIZED SIGNATORY TITLE] |
[Seal, if any]
STATE OF [_]
COUNTY OF [_]
On this ___ day of _, 20 before me, the undersigned Notary Public, personally appeared ____, who acknowledged that (s)he is the [TITLE] of [FOREIGN ENTITY LEGAL NAME] and, being authorized so to do, executed the foregoing Application for Authority on behalf of said entity.
Notary Public
My commission expires: _______
EXHIBIT A – Certificate of Existence/Good Standing
(Attach original certificate dated within 90 days.)
[// GUIDANCE: 1) Complete all bracketed placeholders; 2) Verify current filing fees at https://www.maine.gov/sos/cec/corp/; 3) For LLCs or LPs, adjust statutory citations and terminology accordingly; 4) Keep a conformed copy stamped “Filed” with the SOS for your minute book.]