Chapter 323
H.P. 1292 - L.D. 1853
PART D
Sec. D-1. 31 MRSA §607, as amended by PL 1999, c. 594, §24, is repealed.
Sec. D-2. 31 MRSA §608-A, sub-§4, as enacted by PL 2003, c. 631, §52, is amended to read:
4. Failure to maintain registered agent.
The domestic limited liability company fails to appoint or maintain is without a registered agent or registered office in this State as required by section 607 Title 5, section 105, subsection 1;
Sec. D-3. 31 MRSA §608-A, sub-§5, as enacted by PL 2003, c. 631, §52, is amended to read:
5. Failure to notify of change of registered agent or address.
The domestic limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or registered office the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by section 607 Title 5, section 111; or
Sec. D-4. 31 MRSA §608-B, sub-§1, as enacted by PL 2003, c. 631, §52, is amended to read:
1. Notice of determination to administratively dissolve domestic limited liability company.
If the Secretary of State determines that one or more grounds exist under section 608-A for dissolving a domestic limited liability company, the Secretary of State shall issue a serve the limited liability company with written notice of that determination to the limited liability company's last registered office address as required by subsection 8.
Sec. D-5. 31 MRSA §608-B, sub-§2, as enacted by PL 2003, c. 631, §52, is amended to read:
2. Administrative dissolution.
The domestic limited liability company is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 8 the Secretary of State determines that the limited liability company has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the limited liability company at its last registered office address as required by subsection 8 that recites the ground or grounds for dissolution and the effective date of dissolution.
Sec. D-6. 31 MRSA §608-B, sub-§8 is enacted to read:
8. Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the domestic limited liability company is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the limited liability company.
Sec. D-7. 31 MRSA §608-C, sub-§2, as enacted by PL 2003, c. 631, §52, is amended to read:
2. Reinstatement after administrative dissolution.
If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 751, subsection 7-A, and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall send notice use the procedures set forth in section 608-B, subsection 8 to deliver the notice to the domestic limited liability company at its last registered office address.
Sec. D-8. 31 MRSA §608-D, sub-§1, as enacted by PL 2003, c. 631, §52, is amended to read:
1. Denial of reinstatement.
If the Secretary of State denies a domestic limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall mail serve the domestic limited liability company under section 608-B, subsection 8 with a written notice that explains the reason or reasons for denial to the limited liability company at its last registered office address.
Sec. D-9. 31 MRSA §609, as corrected by RR 1995, c. 2, §76, is repealed.
Sec. D-10. 31 MRSA §609-A is enacted to read:
Service of process, notice or demand required or permitted by law on a domestic limited liability company is governed by Title 5, section 113.
Sec. D-11. 31 MRSA §622, sub-§1, ¶B, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
B. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by section 607 information required by Title 5, section 105, subsection 1;
Sec. D-12. 31 MRSA §623, sub-§3, ¶B, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-13. 31 MRSA §623, sub-§3, ¶B-1 is enacted to read:
B-1. A change in the registered agent except as provided in Title 5, section 109 or 110 for a change in the current name, address or identity of the registered agent or as provided in Title 5, section 111 for the resignation of the registered agent;
Sec. D-14. 31 MRSA §627, sub-§1, ¶A, as amended by PL 1997, c. 376, §51, is further amended to read:
A. In the case of the initial articles of organization, by the person or persons forming the limited liability company and the registered agent as required by section 607, subsection 2;
Sec. D-15. 31 MRSA §707, sub-§2, ¶A, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
A. Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office is or was located or, if none in this State, where its registered office is or was last located in Kennebec County;
Sec. D-16. 31 MRSA §712, sub-§2, as amended by PL 1997, c. 376, §53, is further amended to read:
2. Execution.
The foreign limited liability company shall submit an application for authority to do business to the Secretary of State, executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation and by the registered agent as required by section 714, subsection 2-A on a form prescribed by or furnished by the Secretary of State.
Sec. D-17. 31 MRSA §712, sub-§3, ¶D, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
D. The address of the registered office and the name and address of the registered agent for service of process required to be maintained under section 714, subsection 2 information required by Title 5, section 105, subsection 1;
Sec. D-18. 31 MRSA §712, sub-§3, ¶E, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-19. 31 MRSA §714, sub-§2, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-20. 31 MRSA §714, sub-§2-A, as enacted by PL 1997, c. 376, §55, is repealed.
Sec. D-21. 31 MRSA §714, sub-§3, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-22. 31 MRSA §714, sub-§4, as amended by PL 1999, c. 594, §25, is repealed.
Sec. D-23. 31 MRSA §714, sub-§5, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-24. 31 MRSA §714, sub-§6, as amended by PL 2005, c. 529, §6, is repealed.
Sec. D-25. 31 MRSA §719-A, sub-§4, as enacted by PL 2003, c. 631, §56, is amended to read:
4. Failure to maintain registered agent.
The foreign limited liability company fails to appoint or maintain is without a registered agent or registered office in this State as required by section 714 Title 5, section 105, subsection 1;
Sec. D-26. 31 MRSA §719-A, sub-§5, as enacted by PL 2003, c. 631, §56, is amended to read:
5. Failure to notify of change of registered agent or address.
The foreign limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or registered office the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by section 714 Title 5, section 111;
Sec. D-27. 31 MRSA §719-B, sub-§1, as enacted by PL 2003, c. 631, §56, is amended to read:
1. Notice of determination.
If the Secretary of State determines that one or more grounds exist under section 719-A for the revocation of authority, the Secretary of State shall issue serve the foreign limited liability company with a written notice of that the Secretary of State's determination to the limited liability company's last registered office in this State and to its last registered or principal office in its jurisdiction of organization as required by subsection 7.
Sec. D-28. 31 MRSA §719-B, sub-§2, as enacted by PL 2003, c. 631, §56, is amended to read:
2. Revocation.
The foreign limited liability company's authority is revoked if within 60 days after the notice under subsection 1 was issued the Secretary of State determines that the foreign limited liability company has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the foreign limited liability company at its last registered office in this State and to its last registered or principal office in its jurisdiction of organization as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation.
Sec. D-29. 31 MRSA §719-B, sub-§7 is enacted to read:
7. Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign limited liability company is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, of the foreign limited liability company.
Sec. D-30. 31 MRSA §722, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-31. 31 MRSA §722-A is enacted to read:
Service of process, notice or demand required or permitted by law on a foreign limited liability company authorized to transact business in this State is governed by Title 5, section 113.
Sec. D-32. 31 MRSA §723, sub-§2, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
2. Method of serving process.
In addition to other methods of service that may be authorized by law or by rule, service of process may be made as provided in section 724 Title 5, section 113.
Sec. D-33. 31 MRSA §724, as enacted by PL 1993, c. 718, Pt. A, §1, is repealed.
Sec. D-34. 31 MRSA §751, sub-§6, as amended by PL 2003, c. 673, Pt. WWW, §23 and affected by §37, is repealed.
Sec. D-35. 31 MRSA §751, sub-§7-A, as amended by PL 2005, c. 12, Pt. FF, §9, is further amended to read:
7-A. Reinstatement fee after administrative dissolution.
For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint or maintain a registered agent or registered office, a fee of $150; for failure to notify the Secretary of State that its registered agent or registered office the address of its registered agent has been changed , or that its registered agent has resigned or that its registered office has been discontinued, a fee of $150; and for filing false information, a fee of $150;
Sec. D-36. 31 MRSA §751, sub-§14, as amended by PL 2003, c. 673, Pt. WWW, §28 and affected by §37, is repealed.
Sec. D-37. 31 MRSA §751, sub-§22, as amended by PL 1999, c. 638, §37, is further amended to read:
22. Service of process on Secretary of State as agent.
For accepting service of process under section 609, 610 , 722 or 723, a fee of $20;
Sec. D-38. 31 MRSA §757, sub-§1, ¶A, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:
A. The name of the domestic or foreign limited liability company;
Sec. D-39. 31 MRSA §757, sub-§1, ¶A-1 is enacted to read:
A-1. The jurisdiction under whose law it is organized;
Sec. D-40. 31 MRSA §757, sub-§1, ¶B, as amended by PL 1997, c. 376, §61, is further amended to read:
B. The name of its registered agent and the address of its registered office in this State, including the street or rural route number, town or city and state, and, in the case of a foreign limited liability company, the address of its registered or principal office information required by Title 5, section 105, subsection 1;
Sec. D-41. 31 MRSA §757, sub-§1, ¶B-1 is enacted to read:
B-1. The address of its principal office, wherever located;