2005 Maine Code - §1212 — Service of process on authorized foreign corporations; registered office and registered agent

      1. Procedures in selecting agent and office. Every foreign corporation authorized to carry on activities in this State shall have and continuously maintain in this State:
   
A. A registered office which may be, but need not be, the same as its principal office in this State; and [1977, c. 525, §13 (new).]    
B. A registered agent who may be either:   
(1) An individual resident in this State whose business office or residential address is identical with the corporation's registered office; or  
(2) A domestic or foreign corporation authorized to do business or carry on activities in this State whose registered office also serves as the registered office of the corporation. [1993, c. 316, §43 (rpr).] [1993, c. 316, §43 (amd).]
      1-A. Acceptance of designation of agent. Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor registered agent on whom process may be served is not effective until the agent delivers a written statement to the Secretary of State accepting the appointment.[1997, c. 376, §28 (new).]
      2. Registered agent, registered office and changes. A foreign corporation may change its registered agent and registered office or its registered agent by executing and filing, in accordance with sections 104 and 106, a statement setting forth:
   
A. The name of the corporation; [1977, c. 525, §13 (new).]    
B. Its jurisdiction of incorporation; [1977, c. 525, §13 (new).]    
C. The date of its authorization to carry on activities in this State; [1977, c. 525, §13 (new).]    
D. The address of its then registered office; [1977, c. 525, §13 (new).]    
E. If its registered office is to be changed, the address to which the registered office is to be changed; [1977, c. 525, §13 (new).]    
F. The name of its then registered agent; [1977, c. 525, §13 (new).]    
G. The name of its successor registered agent; [1999, c. 594, §12 (amd).]    
H. That the registered agent has a business office at the registered office, after giving effect to the changes stated; and [1977, c. 525, §13 (new).]    
I. That each change therein stated was authorized by the board of directors. [1977, c. 525, §13 (new).] [1999, c. 594, §12 (amd).]
      2-A. Change in name of current registered agent or registered office. If the registered agent of one or more foreign corporations changes its name or registered office from that appearing on the record in the office of the Secretary of State, the registered agent shall execute and deliver for filing in accordance with sections 104 and 106 a statement setting forth:
   
A. The name of the current registered agent; [1999, c. 594, §13 (new).]    
B. If the current registered agent has had a name change, the new name of the registered agent; [1999, c. 594, §13 (new).]    
C. If the address of the registered office has changed, the address of the former registered office; [1999, c. 594, §13 (new).]    
D. The name and jurisdiction of incorporation of each foreign corporation for which the registered agent is the registered agent; [1999, c. 594, §13 (new).]    
E. The address of the new registered office; and [1999, c. 594, §13 (new).]    
F. A recitation that notice of the change has been sent to each corporation. [1999, c. 594, §13 (new).]

In lieu of bulk filing, the registered agent may file for each foreign corporation a separate statement containing the information.
[1999, c. 594, §13 (new).]
      3. Written notice of resignation. Any registered agent of a foreign corporation may resign as registered agent by filing a written notice of resignation with the Secretary of State, and by mailing a copy of the notice to the corporation at its last registered or principal office wherever located, as filed with the Secretary of State. The appointment of the registered agent terminates upon the date of the filing of the notice by the Secretary of State.[1999, c. 594, §14 (amd).]
      4. Death of registered agent. If any registered agent dies, becomes incapacitated, resigns or is otherwise unable to perform his duties, the foreign corporation shall promptly appoint another registered agent, and shall execute and file a statement thereof as provided in subsection 2. For whatever reason filed, the statement provided for in subsection 2 is effective, from the time it is filed by the Secretary of State, to appoint the new agent named therein and to terminate the appointment of the former agent, if any.[1977, c. 525, §13 (new).]
      5. Registered agent served process. The registered agent appointed by a foreign corporation authorized to carry on activities in this State shall be an agent of such corporation for service of any process, notice or demand required or permitted by law to be served, and such service shall be binding upon the corporation.[1977, c. 525, §13 (new).]
      6. Service of process. Whenever a foreign corporation authorized to carry on activities in this State shall fail to appoint or maintain a registered agent in this State, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be revoked, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice or demand may be served. Service on the Secretary of State of any such process, notice or demand shall be made as provided in section 1217.[1977, c. 525, §13 (new).]
      7. Right to serve process not limited. Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by statute or rule of court.[1977, c. 525, §13 (new).]

Section History:

PL 1977,  Ch. 525,   §13 (NEW).
PL 1979,  Ch. 663,   §73 (AMD).
PL 1989,  Ch. 501,   §L42 (AMD).
PL 1993,  Ch. 316,   §43 (AMD).
PL 1997,  Ch. 376,   §28 (AMD).
PL 1997,  Ch. 376,   §29 (AMD).
PL 1999,  Ch. 594,   §12-14 (AMD).