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Request a list of shelf companies here or call 307.237.2580
MAINE SECRETARY OF
STATE: CORPORATIONS AND LLC'S
Forming a Corporation
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Contact the Bureau of Corporations at (207) 624-7752.
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The Basics to Incorporating in Maine
Thank you for your interest in forming a corporation, or other
business entity in the State of Maine.
The Department of the Secretary of State, through the Bureau of
Corporations, Elections and Commissions, serves as the registry for
all corporate filings in Maine. We develop the appropriate forms
required to form a business entity, file all corporate documents as
required by law and provide information to the public on a
corporation's status, directors, officers and business purpose.
The information below will assist you as you begin to examine the
options available to you and your business. However, it cannot
replace the specific knowledge and guidance that can be provided by
a lawyer and a tax advisor as you make your own personal business
decisions. Therefore, we encourage you to seek this assistance, when
necessary, as you move through this process.
Our experienced staff is always available to assist you with filing
procedures. We wish you continued success in your business ventures.
What is a Corporation?
A corporation is a legal entity established by individual(s)
under the laws of a state to conduct particular types of business or
transactions. The corporation exists separately from its
shareholders, directors and employees. A corporation is a 'person'
in the eyes of the law. A corporation functions in the same manner
as a person and has the same rights and responsibilities as a
person. The corporation may make contracts, assume liabilities, sue
and be sued. The corporation and its shareholders and directors have
specific duties and obligations to each other.
What are the different types of corporations?
A business
corporation is
formed for the purpose of transacting business in the broadest sense
of the word, and these transactions are conducted to return a
profit.
A nonprofit
corporation is
formed for the purpose of advancing a particular objective of an
organization which is not established to make a profit. Generally,
this includes charitable, benevolent and educational organizations.
These entities are also called not-for-profit corporations.
Business and nonprofit corporations are either domestic or foreign
corporations. A domestic
corporation has
been incorporated under the laws of the State of Maine. A foreign
corporation has
been incorporated under the laws of another state or country and, by
registering with the state, may be authorized to do business within
Maine.
What are the advantages and disadvantages of incorporating?
The answer to this question varies depending on your business and
what you want to gain from incorporating. Some issues to consider
when deciding include personal protection from liability, tax
liabilities, and business continuity.
Who can form corporations?
Business and nonprofit corporations may be formed by one or more
individuals or by another entity.
How is a corporation formed?
When individuals decide that they wish to form a corporation, they
must file articles of incorporation with the Office of the Secretary
of State. The articles
of incorporation establish
the individuals' intent to form the corporation and indicate who is
forming the corporation.
Once incorporated, any changes or amendments must be filed with the
Secretary of State's office. To assist your corporation with other
filing requirements, please refer to Filing
Requirement Reminders.
What is an annual report?
All corporations must file an annual report with the Office of the
Secretary of State by June
1st of each year in
order to retain their good standing to do business in Maine. The
annual report provides information on the corporation's current
officers, directors, and their addresses. All corporations can file
their annual report online using an easy step-by-step filing
process. Payment can be made with Visa, MasterCard or subscriber
account. To file online, please visit the Secretary of State's
website at www.sosonline.org.
What is a clerk/registered agent?
A clerk/registered agent of the corporation is the individual who
serves as the corporation's contact to receive service of process in
legal matters. A corporation must always have a clerk or registered
agent on record and any change in the clerk or registered agent of a
corporation must be filed with the Office of the Secretary of State
within 30 days of the change.
What is an assumed name?
An assumed name is
a name that a business uses to identify itself that is different
from its true corporate name. (For example: Very Good Corporation,
Inc. may also have an assumed name of VGC, Inc.) Any business entity
on file with the Secretary of State must file for authorization to
use an assumed name unless that name is always used in conjunction
with its corporate name. If the name of a corporation is changed in
any way from its original filing, this change must be filed with the
Secretary of State.
What does it mean when a corporation dissolves?
If a corporation decides that it no longer wants to remain in
business, it must file dissolution papers with the Office of the
Secretary of State. When a corporation dissolves it can no longer do
business and must wind up its affairs and distribute its assets
appropriately.
Other Common Business Organizations
Sole Proprietorship -
A business owned and controlled exclusively by one person. This
person is responsible for the business, including all liability and
any profit or loss.
Partnership -
An association of two or more persons to carry on, as co-owners, a
business for profit. These individuals are responsible for the
business, including all liability and any profit or loss. (This may
also be referred to as a general partnership.)
Limited Partnership -
A type of partnership made up of one or more general partners who
manage the business and who are personally liable for partnership
debts; and one or more limited partners who contribute capital and
share in profits but who do not run the business and are not liable
for the partnership obligations beyond contribution.
Limited Liability Partnership (LLP) -
A general partnership that has elected to have limited personal
liability for its general partners by registering this election with
the Secretary of State.
Limited Liability Company (LLC) -
A cross between a corporation (with an ability to limit personal
liability) and a partnership (with an ability to assess profits and
losses to individuals), this type of organization provides a
flexible structure to achieve these ends.
Title 13-C: Maine Business Corporation Act
Title 13, c.22-A, Maine Professional Service Corporation Act
Title 5, c.6-A, Model Registered Agents Act
Interactive Corporate Services | Foreign
Business Corporations | Use
of the words "Bank", "Trust", and "Credit Union" | Filing
Requirements Reminders | "Opting
Out: A Workers' Compensation Insurance Summary for Executive
Officers of Corporations" | Rules
For Business Corporations | Rules
For The Use Of Expedited Services | Determining
the Value of Stock Certificates
Forms and Fees
Important Notice: Form changes occur periodically to
implement new requirements. Forms may be eliminated or revised, or
new forms may be created. Before submitting forms to our office for
filing, please be sure that you have the most recent version of
forms.
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This is a complete list of forms and filing fees for
filing Business Corporations with the Division of
Corporations.
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All forms are provided in
Acrobat (.PDF) format. If you wish to complete the forms
on-screen, you need to download a version of the Adobe
Reader by visiting the Adobe
Website. To use one of these fillable forms, simply
complete on-screen, print and mail to our office
together with the proper filing fee. |
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If you wish to save the completed form, you must have
the full Adobe Acrobat package. |
If you wish to pay for filing fees
or other services offered by this Bureau with your credit card,
you will be able to complete and return this "fillable" voucher
with your request.
Credit Card Payment Voucher
Business Corporations (Title 13-C)
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Form # |
Form Name |
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Fee |
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Application for Reservation of Name
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$20.00
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Transfer of Reserved Name
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$20.00
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Application for Registration of Name
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$20.00 per month $200.00–Renewal
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Consent Terminating Name Registration
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$35.00
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MBCA-3-NCRA |
Statement of Appointment or Change of Noncommercial Clerk
Commercial Clerk and Commercial Registered Agent (CRA)
Search |
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$35.00 |
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Statement of Resignation of Noncommercial Clerk
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$35.00
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Statement of Intention to do Business under an Assumed
or Fictitious Name
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$125.00–Assumed $40.00–Fictitious
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Termination of Statement of Intention to do Business
under an Assumed or Fictitious Name
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$20.00
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$145.00
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Articles of Incorporation to be attached to
Articles/Certificate of Merger or Share Exchange
(MBCA-10), Articles of Domestication (MBCA-19), Articles
of Entity Conversion (MBCA-21-A), Articles of
Domestication and Conversion (MNPCA-19) and Articles of
Conversion of Partnership (CONV-PART)
Commercial Clerk and Commercial Registered Agent (CRA)
Search |
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See specific filing for the applicable filing fee
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Restated Articles of Incorporation
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$80.00
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Articles of Amendment
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$50.00
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Articles of Amendment by Court Order
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$50.00
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Articles/Certificate of Merger or Share Exchange -
Survivor is a Corporation
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Statement of Abandonment of Merger or Share Exchange
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$35.00
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Articles of Dissolution
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$75.00
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Articles of Revocation of Dissolution
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$75.00
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Articles of Dissolution (by Incorporators or Initial
Directors)
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$75.00
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$250.00
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Foreign Corporation Qualification Information |
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Amended Application for Authority to do Business
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$70.00
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Application of Withdrawal
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$90.00
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Application for Transfer of Authority
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$70.00
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$35.00
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MBCA-12D-NCRA |
Statement of Appointment or Change of Noncommercial
Registered Agent
Commercial Clerk and Commercial Registered Agent (CRA)
Search |
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$35.00 |
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Resignation of Noncommercial Registered Agent
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$35.00
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Annual Report - Domestic
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$85.00
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Annual Report - Foreign |
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$150.00 |
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Amended Annual Report - Domestic
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$85.00
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Amended Annual Report - Foreign |
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$150.00 |
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MBCA-14 |
Certificate of Excuse
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$40.00
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Certificate of Resumption
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$100.00
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Application for the Use of an Indistinguishable Name
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$20.00
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Articles of Correction
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$50.00
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Articles of Domestication
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$145.00
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Articles of Charter Surrender – Domestication
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$90.00
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Statement of Abandonment of Domestication
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$35.00
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Articles of Nonprofit Conversion
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$145.00
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Articles of Charter Surrender – Nonprofit Conversion
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$90.00
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Statement of Abandonment of Nonprofit Conversion
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$35.00
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Articles of Entity Conversion by Domestic Business
Corporation
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$145.00
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Articles of Entity Conversion by Domestic or Foreign
Unincorporated Entity
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$145.00
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Articles of Charter Surrender – Entity Conversion
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$90.00
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Statement of Abandonment of Entity Conversion by
Domestic Business Corporation
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$35.00
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RO-E911 |
Notification of change in
address by municipality or U.S. Postal Service |
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No Fee |
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HO-E911 |
Notification of change in home
office address by municipality or U.S. Postal Service |
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No Fee |
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Revival |
Application for Certificate of
Revival (Domestic Entities Only) |
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See form for applicable filing fee. |
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SOP-APPT
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Statement of Appointment of
Agent for Service of Process for a Nonfiling Domestic Entity
or a Nonqualified Foreign Entity |
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$100.00 |
..............................................
Title 31, Ch. 21: Maine Limited Liability Company Act - Act
effective 7/1/2011
Title 13, c.22-A, Maine Professional Service Corporation Act
Title 5, c.6-A Model Registered Agents Act
Interactive Corporate Services | Foreign
Limited Liability Companies | Use
of the words "Bank" and "Trust" | Filing
Requirements Reminders | Rules
For Limited Liability Companies | Rules
For The Use Of Expedited Services
Forms and Fees
Important Notice: Form changes occur periodically to
implement new requirements. Forms may be eliminated or revised, or
new forms may be created. Before submitting forms to our office for
filing, please be sure that you have the most recent version of
forms.
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• |
This is a list of forms and filing fees for filing
Limited Liability Companies with the Division of
Corporations.
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• |
All forms are provided in
Acrobat (.PDF) format. If you wish to complete the forms
on-screen, you need to download a version of the Adobe
Reader by visiting the Adobe
Website. To use one of these fillable forms, simply
complete on-screen, print and mail to our office
together with the proper filing fee. |
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• |
If you wish to save the completed form, you must have
the full Adobe Acrobat package. |
If you wish to pay
for filing fees or other services offered by this Bureau with
your credit card, you will be able to complete and return this "fillable"
voucher with your request.
Credit Card Payment Voucher
Limited Liability Companies (Title 31, chapter 21)
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Application for Reservation of Name
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$20.00 |
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Transfer of Reserved Name
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$20.00 |
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Application for Registration of Name
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$20.00 per month $200.00–Renewal
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MLLC-3-NCRA |
Statement of Appointment or Change of Noncommercial
Registered Agent
Commercial Clerk and Commercial Registered Agent (CRA)
Search
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$35.00 |
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Statement of Resignation of Noncommercial Registered
Agent
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$35.00
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Statement of Intention to Transact Business under
an Assumed or Fictitious Name
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$125.00–Assumed $40.00–Fictitious
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Termination of Statement of Intention to Transact
Business
under an Assumed or Fictitious Name
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$20.00
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$175.00
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Restated Certificate of Formation
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$80.00
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Certificate of Amendment
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$50.00
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Statement of Merger
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$150.00
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Certificate of Cancellation
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$75.00
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$250.00
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Statement of Change of Foreign Qualification
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$90.00 or $35.00
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Statement of Cancellation of Foreign Qualification
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$90.00
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Annual Report - Domestic
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$85.00
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Annual Report - Foreign
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$150.00
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Amended Annual Report - Domestic
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$85.00
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Amended Annual Report - Foreign |
$150.00 |
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MLLC-14 |
Certificate of Excuse |
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$40.00 |
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MLLC-14A |
Certificate of Resumption |
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$100.00 |
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Application for the Use of an Indistinguishable Name
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$20.00
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Statement of Correction - Domestic & Foreign
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$50.00
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MLLC-CONV |
Statement of Conversion |
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See form for applicable filing fee. |
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MLLC-SOA |
Statement of Authority |
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$50.00 |
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MLLC-ACSOA |
Amendment or Cancellation of Statement of Authority |
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$50.00 |
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MLLC-DENIAL |
Statement of Denial of Authority |
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$50.00 |
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MLLC-REVIVE |
Application for Certificate of Revival |
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$150.00 |
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RO-E911 |
Notification of change in
address by municipality or U.S. Postal Service |
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No Fee |
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HO-E911 |
Notification of change in home
office address by municipality or U.S. Postal Service |
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No Fee |
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SOP-APPT
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Statement of Appointment of
Agent for Service of Process for a Nonfiling Domestic Entity
or a Nonqualified Foreign Entity |
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