2010 Maine Code
TITLE 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (TEXT REPEALED 7/1/11)
31 §757. Annual report of domestic and foreign limited liability companies (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)

Subchapter 13: MISCELLANEOUS

§757. Annual report of domestic and foreign limited liability companies

(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)

(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)

1. Annual report. Each domestic limited liability company and each foreign limited liability company authorized to do business in this State shall file, within the time prescribed by this chapter, an annual report setting forth:

A. The name of the domestic or foreign limited liability company; [2007, c. 323, Pt. D, §38 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]

A-1. The jurisdiction under whose law it is organized; [2007, c. 323, Pt. D, §39 (NEW); 2007, c. 323, Pt. G, §4 (AFF).]

B. The information required by Title 5, section 105, subsection 1; [2007, c. 323, Pt. D, §40 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]

B-1. The address of its principal office, wherever located; [2007, c. 323, Pt. D, §41 (NEW); 2007, c. 323, Pt. G, §4 (AFF).]

C. A brief statement of the character of the business in which the limited liability company is actually engaged in this State, if any; and [1993, c. 718, Pt. A, §1 (NEW).]

D. The name and business or residence address of each manager or, if there are no managers, each member, including the street or rural route number, town or city and state. [1993, c. 718, Pt. A, §1 (NEW).]

[ 2007, c. 323, Pt. D, §§38-41 (AMD); 2007, c. 323, Pt. G, §4 (AFF) .]

2. Reporting period. The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in subsection 3. The information contained in the annual report must be current as of the date the report is signed.

[ 1993, c. 718, Pt. A, §1 (NEW) .]

3. Execution. The annual report must be executed and signed by a manager, a member or any other duly authorized individual. Subject to rules adopted under section 612, the report must be delivered to the Secretary of State or a designee for filing. The annual report may be delivered to the Secretary of State on a staggered basis as defined by the Secretary of State by rule in accordance with the Maine Administrative Procedure Act. The report must apply to the 12-month period specified by the Secretary of State. Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery of an annual report as established by the Secretary of State by rule, the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid is deemed a compliance with this requirement. One copy of the report, together with the filing fee required by this chapter, must be delivered for filing to the Secretary of State who shall file the report, if the Secretary of State finds that it conforms to the requirements of this chapter. If the Secretary of State finds that it does not so conform, the Secretary of State shall promptly mail or otherwise return the report to the limited liability company for any necessary correction. The penalties prescribed by this chapter for failure to file the report within the time provided in this section do not apply if the report is corrected to conform to the requirements of this chapter and returned to the Secretary of State within 30 days from the date on which the report was mailed or otherwise returned to the limited liability company by the Secretary of State.

[ 1993, c. 718, Pt. A, §1 (NEW) .]

4. Certificate of excuse. The Secretary of State, upon application by a domestic limited liability company and satisfactory proof that it has ceased to transact business and that it is not indebted to this State for failure to file an annual report and to pay any fees or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate to the limited liability company, after which the limited liability company is excused from filing annual reports with the Secretary of State, as long as the limited liability company in fact transacts no business. The name of a limited liability company remains in the Secretary of State's records of entity names and is protected for a period of 5 years following excuse.

[ 2007, c. 496, §5 (NEW) .]

5. Resume transaction of business. The managers or, if no managers, members of a domestic limited liability company that has been excused from filing annual reports pursuant to subsection 4 may vote to resume transacting business at a meeting duly called and held for that purpose. A certificate executed and filed as provided in section 627 setting forth that a meeting was held, the date and location of the meeting and that a majority of the managers or, if no managers, members voted to resume transacting business authorizes that domestic limited liability company to transact business. After that certificate is filed, the domestic limited liability company is required to file annual reports beginning with the next reporting deadline following resumption.

[ 2007, c. 496, §6 (NEW) .]

SECTION HISTORY

1993, c. 718, §A1 (NEW). 1997, c. 376, §61 (AMD). 2007, c. 323, Pt. D, §§38-41 (AMD). 2007, c. 323, Pt. G, §4 (AFF). 2007, c. 496, §§5, 6 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).