How to File a Maine LLC or Corporation Amendment

Sometimes, the success and longevity of your business depends on your ability to adapt and make changes. If you need (or want) to make significant changes to your business, you need to let the state know by filing an amendment to your Certificate of Formation or your Articles of Incorporation. Read on to learn how to report changes to a limited liability company (LLC) or corporation in Maine, why you may need to do so, and how we can help. 

Amending a Maine LLC Certificate of Formation

If you need to make changes to a Maine LLC, we’ll show you how in this section. But if you need to make changes to a Maine corporation, then keep scrolling to the section titled “Amending a Maine Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Formation

In Maine, LLCs are created by filing the Certificate of Formation. Technically, an LLC doesn’t even exist until this paperwork is processed. The Certificate asks for a variety of information about your business, including:

• The LLC name
• The name of the LLC’s registered agent/commercial clerk (or someone who can accept service of process for the LLC)
• Anything else the members decide to include

Generally speaking, if you need to make changes to this information, then you’ll need to file amendment paperwork.

Step 2: Identify and gather the information you need to amend

Maine LLCs will need to file the Certificate of Amendment to make changes to their founding documents. But before you get into the paperwork, it’s helpful to gather the information you need to make your desired changes.

Here’s the information required by the Certificate of Amendment:

• Current name of the LLC
• New name of the LLC (if applicable)
• Date you originally filed your Certificate of Formation
• Designation as a low-profit LLC (if applicable)
• Designation as a professional LLC (if applicable) and the professional services you’ll provide
• Name and address of the new registered agent (if applicable)
• Attachment for any additional changes you’d like to make
• Contact information for the person filing the form

Having all of this information on hand will help streamline your filing process.

Why should I update my Certificate of Formation?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Maine, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

You don’t want to find out the hard way how badly forgetting to report business changes can hurt you. One of the largest penalties for failing to amend your Certificate of Formation is the involuntary dissolution of your business. If your registered agent or their address changes and you don’t let the state know, the Secretary of State can administratively dissolve your LLC. 

The purpose of a registered agent is to receive important legal and business documents for your company. Even if the state doesn’t dissolve your LLC, a failure to keep your registered agent updated means you could miss important legal or business documents. Failure to respond to some of these important communications could bring dire consequences to your organization. 

If you don’t update the information in your Certificate of Formation, you also risk your ability to get a Maine Certificate of Existence (referred to as a Certificate of Good Standing in other jurisdictions) from the state. A Certificate of Existence lets the public know that your LLC exists, has fulfilled important legal requirements, and is in good standing with the state. Without a Certificate of Existence, a potential investor or patron might refuse to do business with you. 

Step 3: File your amendment with the Secretary of State

Now it’s time for you to file your amendment paperwork. To get started, you’ll need to download the “Certificate of Amendment (For a Maine LLC)” form from the Secretary of State’s website. Then, you’ll need to fill it out with all the information you gathered during Step 2. Submit it by mail or in-person drop-off to the Secretary of State’s office. Be sure to include the Customer Contact Cover Letter, which is attached to the form, along with the filing fee.

At the time of this writing, there’s a $50 filing fee. Once your form is processed, your amendment will go into effect.

Amending a Maine Corporation Articles of Incorporation

Need to make changes to a Maine corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Maine, corporations are organized by filing the Articles of Incorporation. Technically speaking, a corporation doesn’t even exist until this form is filed. The Articles of Incorporation asks for a variety of information about your business, including:

• The business name
• Contact information of the commercial clerk/registered agent
• Number of authorized shares
• Number of directors, if any
• Any additional provisions you want to include

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, if you need to change your commercial or noncommercial clerk (a.k.a. registered agent) and/or their office, you’ll need to instead complete a “Statement of Appointment or Change of Clerk or Registered Agent” form and submit it along with the attached cover letter and filing fee of $35.

Step 2: Identify and gather the information you need to amend

Maine corporations can file the Articles of Amendment to make changes to their company. But before you start on the paperwork, it’s helpful to gather the information you need to make your desired changes.

The Articles of Amendment requires the following:

• Name of your corporation
• The date your amendment was adopted
• How the amendment was approved
• How the amendment will be adopted if you’re changing your share number or classifications
• The date your amendment will go into effect
• Name and signature of an authorized officer
• Contact information

Having this information on hand can help streamline your filing process.

Step 3: File your amendment with the Maine Secretary of State

The next step is to file your amendment paperwork. To get started, you’ll need to download the “Articles of Amendment” form for a domestic business corporation from the Secretary of State’s website. Then, you’ll need to fill it out with all the information you gathered during Step 2. Submit it by mail or in-person drop-off to the Secretary of State’s office. Be sure to include the Customer Contact Cover Letter, which is attached to the form, along with the filing fee.

At the time of this writing, there’s a $50 filing fee. Once your form is processed, your amendment will go into effect.

Maine Amendment vs. Restated Certificate of Formation/Articles of Incorporation

Sometimes, having a Certificate of Formation or Articles of Incorporation and multiple amendments can get messy. If you want to streamline your amendments and Certificate of Formation or Articles of Incorporation into one easily searchable document, you can file a Restated Certificate of Formation or Restated Articles of Incorporation with the Secretary of State. 

You can file a restatement form in the same manner you file an amendment. The Restated Certificate of Formation or Restated Articles of Incorporation supersedes your original Certificate of Formation or Articles of Incorporation and any amendments or supplements you previously filed. At the time of this writing, the filing fee for either form is $80.

Maine Amendment vs. Statement of Correction

We’re all human, and sometimes we need to correct a mistake. If you haven’t changed anything about your company but you notice there is incorrect business information or a defective signature on file with the Secretary of State, you can file a “Statement of Correction (for a Maine or Foreign LLC)” for an LLC or an “Articles of Correction” for a corporation. Both forms carry a $50 filing fee (as of this writing) and ask for roughly the same information:

• The date and title of the filed document containing the error
• A statement about why the filing is incorrect or has a defective signature
• The correction that needs to be made 
• The signature of an authorized person
• Filing fee(s)

Except for use against people who previously relied on the incorrect information, your corrections are retroactive to the date you initially filed your business document. 

Lean on us for your Maine business amendment needs

Our Worry-Free Compliance and amendment filing Services help you keep your business a compliant and trustworthy entity with ease. We prepare and submit paperwork for Maine amendments with our amendment filing service, and amendments are also included in our Worry-Free Compliance service. From formation on, our tools and support can give you peace of mind and get you back to doing what you love: running your business.