How to Move an LLC to Maine

An out-of-state LLC can change its state of organization to Maine through statutory conversion. Maine conversion is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company.

An out-of-state LLC, also called a foreign LLC, that converts to Maine becomes a Maine LLC governed by the Maine Limited Liability Company Act (Me. Rev. Stat. tit. 31, ch. 21, sections 1501 through 1693). The LLC is otherwise the same business entity before and after the conversion process. Whether the conversion can proceed also depends on the laws of the state the LLC is leaving.

Some states use the name domestication for the legal procedure that changes an LLC’s state of organization, also called its domicile. In Maine, a single statutory process called conversion serves dual functions.

• it can change an LLC’s state of organization
• or it can change a business from one entity form to another. For example
• a Maine corporation might convert to an LLC. This article deals with conversions that change an out-of-state LLC into a Maine LLC. To evaluate whether your LLC qualifies for Maine conversion and understand what the process will cost
• obtain a free analysis of your specific situation that compares the requirements of your current state
• Maine

Why Business Owners Move LLCs to Maine

Maine’s LLC Act provides charging order exclusivity, protecting member ownership interests from creditor seizure. This legal protection ensures that a creditor cannot seize or force the sale of a member’s ownership stake.

Maine imposes relatively low filing fees for conversion at just $175, which is reasonable compared to many states. The annual report requirement of $85 is straightforward and affordable, making compliance costs predictable and manageable.

The Maine Limited Liability Company Agreement gives members broad flexibility in structuring governance and profit-sharing arrangements. This allows business owners to customize the LLC’s internal rules to match their specific needs and relationships.

Maine LLC Conversion Requirements

An out-of-state LLC converting to Maine must comply with both Maine law and the current state’s law. Maine’s conversion rules are codified in Me. Rev. Stat. tit. 31, section 1645 and the sections that follow.

Maine law controls the process and documents filed in Maine and determines the conversion’s legal effects. The current state’s law governs whether the LLC can convert to Maine (the state must authorize conversion), the content of the written plan of conversion if required, the standard under which the LLC’s members or managers must approve the plan of conversion, and the effective date for the conversion.

Eligibility for Maine LLC Conversion

An LLC considering conversion to Maine must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC conversions. Not all states do.

The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent conversion to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that Maine lets LLCs engage in the company’s field of business. Maine allows most business areas other than providing insurance as a primary business purpose.

Some states prohibit LLCs from providing professional services, which are services that require a license or comparable authorization. Maine recognizes professional limited liability companies (PLLCs) for certain licensed professions such as accounting, law, medicine, and veterinary practice.

A converting LLC must ensure it can meet all requirements for Maine PLLCs if it will be providing professional services.

Required Documents for Maine LLC Conversion

The Maine LLC conversion process involves preparing and adopting several conversion documents that must satisfy both states’ requirements. The conversion documents memorialize the terms of the conversion and control the company when the conversion takes effect.

• Plan of Conversion. A Plan of Conversion designed to comply with the requirements of both Maine law and the law of the state that the LLC is moving from. The plan must include the out-of-state LLC’s name, date of organization, jurisdiction and entity form before conversion; the Maine LLC’s name, jurisdiction and entity form after conversion; the terms and conditions of the conversion, including the manner and basis for converting interests in the out-of-state LLC into any combination of money, interests in the Maine LLC, and other consideration; and the Maine LLC’s certificate of formation and limited liability company agreement that will be kept in written form after conversion.
• Maine Statement of Conversion. The Maine Statement of Conversion with all information and any related documents needed for filing with the Maine Secretary of State’s Division of Corporations. Under Me. Rev. Stat. tit. 31, section 1647, the statement must contain information required by the statute.
• Certificate of Formation. The Maine Certificate of Formation for filing with the Maine Secretary of State’s Division of Corporations. Per Me. Rev. Stat. tit. 31, section 1502, the Certificate of Formation establishes the LLC as a Maine domestic entity and must be signed by an authorized person.
• Conversion Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, or a similar term.
• Maine Limited Liability Company Agreement. A state-specific Limited Liability Company Agreement to properly structure the LLC as a Maine LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Conversion. A resolution approving the transaction and adopting the Maine organizational documents as the LLC’s governing documents.

The Maine Secretary of State’s Division of Corporations requires manual (wet) signatures on both the Statement of Conversion and Certificate of Formation. No electronic signatures are accepted.

Additionally, both documents must be filed by mail or in person. The Division of Corporations does not accept electronic filing.

An out-of-state LLC that is ready to carry out its conversion to Maine must complete several administrative tasks to make the conversion effective. These include conducting a preliminary name search to determine whether the LLC’s name is available in Maine (if the name is unavailable, a slight name change may be required).

Other administrative tasks include obtaining signatures on both the Statement of Conversion and Certificate of Formation. Then file both documents with the Maine Secretary of State’s Division of Corporations by mail or in person.

Finally, file conversion documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

Cost of Moving an LLC to Maine

The cost of moving an LLC to Maine depends on the scope of work involved. The documents and filings described above require professional preparation to comply with both states’ requirements.

Coordinating submissions with two separate state agencies adds further complexity, particularly since Maine requires wet-signature documents filed by mail or in person.

Service providers typically handle obtaining and organizing the information needed for the conversion, reviewing legal authority and drafting conversion documents, communicating with the LLC’s members or managers and with the Maine Secretary of State, and filing the conversion documents with both state agencies. To find out what your specific move will cost, request a free analysis to receive a detailed estimate based on your situation.

In addition to professional service costs, the Maine Secretary of State’s Division of Corporations charges filing fees for conversion documents filed in Maine. Maine’s total filing fee is $175.00, which covers the Statement of Conversion and Certificate of Formation.

The current state’s fee depends on the state from which the LLC is converting. Fees are typically (but not always) lower for LLCs converting into a state than for LLCs converting out of the state.

An out-of-state LLC that converts to Maine will also incur labor costs and, if applicable, registered agent fees. A converting LLC must appoint a registered agent with the legal power to accept service of process, official notices, and demands.

A Maine LLC’s registered agent must have an actual street address physically located in Maine. An LLC without a Maine address can hire a commercial registered agent to serve in this capacity.

A commercial registered agent accepts an annual fee in return for serving as a business’s registered agent. The annual fee is typically around $100.00 to $150.00, so hiring a commercial registered agent often makes sense even for an LLC that has a Maine address.

Processing Time for Maine LLC Conversion Filings

A Maine LLC conversion proceeds in several steps. The length of the process depends on how long each step takes. Each step depends on the responsible person’s turnaround time.

• the business owners’ time to organize the necessary information
• the service provider’s time to review the information and prepare the conversion documents
• the owners’ time to approve and sign the draft documents (or request revisions)
• the service provider’s time to file the final conversion documents with state agencies
• the state agencies’ time to accept and process the filed documents

The Maine Bureau of Corporations estimates that ordinary filings may take up to 40 to 45 business days to process due to backlogs. Filers can request expedited processing for an additional fee when office staffing is sufficient.

The fee for 24-hour service is $50.00, and the fee for immediate service is $100.00. Expedited service requests can be made for in-person filing or mail filings.

For mail filings, the processing period runs from the date of actual receipt.

A converting LLC’s certificate of formation becomes effective when it is filed or on a delayed effective date up to 90 days later. When the certificate of formation takes effect, the conversion to Maine is complete. Understanding the full conversion process, including document preparation and coordination between both states, is covered in detail in our guide to LLC conversion.

Moving an LLC Out of Maine

Maine permits outbound LLC conversion under Me. Rev. Stat. tit. 31, section 1645. A Maine LLC can convert to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Maine Outbound Conversion Requirements

A Maine LLC that converts to another state must file a Statement of Conversion with the Maine Secretary of State’s Division of Corporations. The outbound filing must include a plan of conversion approved by the LLC’s members in accordance with Maine law.

Maine does not require a separate certificate of surrender. The Statement of Conversion completes the Maine side of the transaction. The destination state will require its own formation and conversion documents.

Filing Fees for Moving an LLC from Maine

The Maine Secretary of State’s Division of Corporations charges a filing fee of $175.00 for an outbound Statement of Conversion. The destination state will charge separate filing fees for its formation and conversion documents.

Legal Effect of Maine LLC Conversion

Maine LLC conversion moves an out-of-state LLC to Maine. The company otherwise continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile.

Maine law declares that the legal effects of a conversion to Maine are as follows, and these effects deliver significant practical benefits to the converting LLC.

• Company existence and continuity. The converted LLC is for all purposes the same company as before the conversion. The Maine LLC continues the out-of-state LLC’s existence, and the company is still considered to have the same initial date of formation. The business’s day-to-day operations continue without interruption. There is no need for a business’s ordinary operations to cease during a conversion into Maine. Business offices can stay open, and the company can carry on income-earning activities. Employees remain employed by the same company, with no break in the employment relationship and no need to release employees.
• Company identity and tax status. The company’s identity stays the same. An LLC that converts into Maine keeps its legal identity. It can keep using the same Employer Identification Number (EIN) and continues its taxpayer history, reducing paperwork and the risk of administrative confusion.
• Company property. Property that the out-of-state LLC owned remains vested in the Maine LLC. The conversion is not treated as a transfer to the Maine LLC. The same company keeps all its same property interests and rights. The company’s identity stays the same. Financial accounts can stay open, so the LLC has no need to close bank accounts or open new ones.
• Business contracts and liabilities. The out-of-state LLC’s contractual relationships are not disrupted by the conversion. Agreements are still valid and enforceable, and the company has the same contractual rights and duties. The out-of-state LLC’s contractual relationships remain intact. All debts, liabilities, and other obligations that the out-of-state LLC owed continue as the Maine LLC’s debts, liabilities, and obligations. A converting LLC’s business contracts are still valid and enforceable after it converts into Maine.
• Legal actions and proceedings. Legal cases and administrative proceedings that involve the LLC move forward as though conversion had not occurred. If the LLC’s name changes during the conversion to Maine, the new name may be substituted for the former name.
• Company ownership. When the conversion is complete, ownership interests in the out-of-state LLC convert under the terms the members agreed in the plan of conversion. Members typically choose to convert their interests in the out-of-state LLC into interests in the Maine LLC, keeping the same percentages and voting rights. Members can also agree to convert interests into cash, property, or other consideration, or a combination.
• No dissolution. A Maine LLC conversion is not considered a dissolution of the out-of-state LLC. There is no need for the LLC to wind up affairs, pay liabilities, or distribute assets unless the members agree otherwise. The LLC is not dissolved in the original state. Some approaches to transferring a business into a new state require dissolution in the original state. The Maine LLC conversion process does not involve dissolution and avoids winding up and distribution of assets. The LLC can register as a foreign LLC in the original state if it intends to keep doing business there.

Maine LLC Laws That Apply After the Move

The Maine Limited Liability Company Act (Me. Rev. Stat. tit. 31, ch. 21, sections 1501 through 1693) imposes ongoing requirements on all domestic LLCs, including those formed through conversion from another state. An LLC that converts to Maine becomes subject to these obligations immediately upon effectiveness of the conversion.

Maine Annual Report and Compliance Requirements

Maine requires all domestic LLCs to file an Annual Report with the Maine Secretary of State by June 1 each calendar year. The filing fee is $85.00.

This annual requirement is a standard compliance obligation for Maine LLCs and applies to all domestic entities regardless of whether they were formed in Maine or converted from another state. An LLC that converts to Maine must budget for this annual filing obligation if it was not required in the prior state.

Maine Limited Liability Company Agreement Requirements

Maine refers to an LLC’s internal governance document as a Limited Liability Company Agreement under Me. Rev. Stat. tit. 31, section 1502. The Limited Liability Company Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Agreement is not filed with the state; it is maintained by the LLC as a private document.

Maine Member and Manager Protections

Maine law provides several protections for members of Maine LLCs. A member’s creditor cannot attach the member’s membership interest directly. Instead, creditors can only pursue a charging order, which gives the creditor the right to receive distributions if and when the LLC makes them.

Me. Rev. Stat. tit. 31, section 1573 makes this charging order remedy the exclusive remedy available to the member’s creditors.

Maine law also codifies fiduciary duties for managers and members. Managers owe a duty of care to the LLC, but the Maine Limited Liability Company Act allows members and managers to expand, restrict, or eliminate members’ fiduciary duties and to limit members’ potential liability to the LLC and the other members through the LLC Agreement. This flexibility allows business owners to customize governance and liability protections to fit their specific business structure and needs.

Members’ rights to dissociate (withdraw) from the Maine LLC are governed by Maine law. Members may be prohibited from dissociating under certain circumstances, and a member who dissociates wrongfully is liable to the other members for damages caused by the wrongful dissociation.

The LLC Agreement can define the conditions under which a member may dissociate and the financial consequences of dissociation.

Maine Registered Agent Requirements

Every Maine LLC must appoint a registered agent with the legal power to accept service of process, official notices, and demands. A Maine LLC’s registered agent must have an actual street address physically located in Maine.

An LLC may list a position with the company as its registered agent, along with a business address in Maine for the person who holds the position, or it may hire a commercial registered agent to serve in this capacity.

Alternatives to Maine LLC Conversion

When conversion is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Maine LLC and merging the out-of-state LLC into it, with the Maine LLC as the surviving entity.

The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. For a state-by-state comparison of LLC conversion and merger procedures across all states, see our guide to LLC domestication and conversion by state.

Understanding the full conversion process, including document preparation and coordination between both states, is covered in detail in our guide to LLC conversion.