Secretary of State Bureau of Corporations, Elections and Commissions Maintaining the Public Record for Entity Filings Presented by Julie L. Flynn and Cathy Beaudoin

FILING DUTIES OF THE SECRETARY OF STATE Ministerial review; duty to file  The Secretary of State has ministerial filing authority and no legal review is done.  If the document satisfies the filing requirements it is accepted for filing.

Use of Prescribed Forms The Secretary of State has created separate and specific forms for each entity type and filing. Use of these forms is mandatory. The filing office discourages filing of internal governance documents. All documents submitted and filed are public information.

TYPES OF FILINGS Origination Documents  Creates the legal existence of the entity on the public record.  Typically do not contain owner or management information; may not have until Annual Report filing.  Entity Filing Summary chart provides details on information available on the filing.

AMENDMENTS Allow an entity to amend any information from the origination document. Articles/Certificate of Amendment – for changes other than those related to the clerk or registered agent information. Statement of Appointment or Change of Clerk or Registered Agent.

ANNUAL REPORTS June 1st filing deadline for entities that had legal existence during the prior calendar year. Includes the management/ownership information.

ENTITY NAMES Types of Names:  Legal Name  Assumed Name  Fictitious Name  Reserved Name  Registered Name

Name Availability Distinguishable upon the Record is the name availability standard. Allows for ministerial determinations on availability, instead of subjective determinations. Allows for authority to refuse to file a name.

Foreign Entities A foreign entity shall not carry on activities in Maine until it qualifies to do business in the State. Filing office will not give legal advice to a foreign entity as to whether they should qualify.

Administrative Dissolution Involuntary – issued by the Secretary of State. Notice of impending dissolution is sent giving the entity 65 days to correct the deficiency. If deficiency is not corrected, the notice of dissolution is sent.

Triggers for Administrative Dissolution Failure to file annual report Failure to pay any late filing penalty Failure to maintain clerk or registered agent Failure to notify the filing office of a change in clerk or registered agent information Failure to maintain workers compensation insurance

Model Registered Agent Act Creates two classes of clerks/registered agents:  Commercial (CRA)  Noncommercial (NCRA) No requirement for the clerk or registered agent to sign an acceptance. Online filing and maintenance of Commercial Registered Agent information

Service of Process The new Model Registered Agent Act removes the filing office as the default agent for service of process. Provides for direct service on the entity management. Places the burden on service of process on the person seeking service.

Interactive Corporate Search Real time search Exact name is not needed to search Obtain Information Summary to:  Verify the status of the entity  View the list of records  Obtain certified copies of records  Obtain certificate of legal existence