29-250 Chapter 240 page 3

29-250 OFFICE OF THE SECRETARY OF STATE

BUREAU OF CORPORATIONS, ELECTIONS AND COMMISSIONS

DIVISION OF CORPORATIONS

Chapter 240: RULES FOR LIMITED LIABILITY PARTNERSHIPS UNDER TITLE 31, CHAPTER 15

1. Filing Requirements

A. The standard size of forms and all attachments shall be 8 ½ x 11. Exceptions may be made for “Certificates of Good Standing” accompanying forms MLLP 2 and 12, which may be 8 ½ x 14, as well as documents secured from other states.

B. Forms which do not conform to the size and content of the prescribed forms may be rejected by the Secretary of State.

C. All documents must be dated by month, day and year.

D. Forms will only be accepted if typed or printed in ink.

E. All documents must be originally signed, i.e., bear original signatures, not rubber-stamped or machine made copies of signatures.

F. The Secretary of State may reject a document which does not contain the name and capacity of the signer or signers in a legible form in addition to the signatures.

G. Document filing date shall be the date the document is first received in the Bureau of Corporations, Elections and Commissions in proper filing order with the appropriate filing fees. The Secretary of State is required to return documents that do not meet statutory or rule requirements. The Secretary of State reserves the right to determine that a document is in proper filing order. As a courtesy to filers, the Secretary of State may, in its discretion, correct typographical errors or make other corrections if authorized to do so by the filer. The Secretary of State may require written authorization from the filer as a condition to making such corrections.

H. When necessary, the Secretary of State may require documents to contain the name of the limited liability partnership as originally filed or as it appears on the record in its jurisdiction of organization, the date of formation or initial filing in this State, and/or the jurisdiction of organization in order to distinguish one limited liability partnership from another on the record.

I. Refunds of $5.00 or less will not be processed.

J. The address required by 31 MRSA Section 806 or Section 854, concerning the registered office of a registered agent, shall state the location address of such office. If, in addition, a different mailing address exists that information must also be included.

K. The affidavit required by 31 MRSA Section 807.5.B.3. must list the name and address of a partner to whom the notice of resignation has been sent. If no annual report has been filed, the resigning agent must provide the name and address of any partner to whom the notice of resignation has been sent.

2. Annual Reports

A. Each limited liability partnership on file as of December 31st of a given calendar year must file an annual report no later than June 1st of the following year. The information contained in the annual report must be current as of the date the report is signed.

B. The Annual Report form issued by the Secretary of State, containing preprinted information about the limited liability partnership, must be used. Additional pages may be attached to include the variable information contained in the report. List the number of pages attached on the report. Use one side of the paper only. All attachments must contain the name and charter number of the limited liability partnership across the top of the page. Each page should be numbered consecutively.

3. List of Registered Agents

The Secretary of State will establish and maintain a list of corporations and individuals willing to serve as a registered agent for foreign limited liability partnerships doing business in this State. Persons who would like to be included on the list may complete an application form setting forth contact information. Foreign limited liability partnerships seeking to qualify in this State will be forwarded the list upon request.

4. Determining Distinguishability of Limited Liability Partnership Names

When determining distinguishability, the Secretary of State will define a special character to be any character not in the numeric set of “0” to “9” and in the alpha set of “A” to “Z”.


STATUTORY AUTHORITY: 31 MRSA Section 812, Subsections 1, 2, 6 and 7.

EFFECTIVE DATE:

October 2, 1996

NON-SUBSTANTIVE CHANGE:

October 27, 1997 - Divisional name in heading corrected.

REPEAL AND REPLACE:

July 12, 2003 - filing 2003-229