How to Amend a Maine Certificate of Formation

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 through filing an amendment to your Certificate of Formation. Read on to learn how to report changes to a limited liability company (LLC) in Maine, why you may need to do so, and how we can help. 

What are Maine Certificates of Formation?

In many states, the document that forms an LLC is called Articles of Organization. However, the State of Maine calls this LLC formation document a Certificate of Formation. To start your LLC, you have to file a properly signed Certificate of Formation with the Secretary of State, and it has to contain:

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

LLCs also have to have an Operating Agreement, which Maine calls a Limited Liability Company Agreement (LLCA). You don’t have to enter into this agreement at the time you file your Certificate of Formation.  

If you haven’t formed your LLC yet and you need assistance, you can find guidance on our Maine LLC Formation Service page. We also provide a Maine Operating Agreement Template to help you create your LLCA. 

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

Your Certificate of Formation gives you authority to conduct business in Maine. Keeping your Certificate of Formation current is important to your business, the public, and the state because it provides contact information about your LLC. This allows your company to get patrons, investors, and important correspondence.

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 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 2: Identify what to change in your Maine Certificate of Formation

You want to give your company every reasonable opportunity to remain viable and grow. So it’s important you stay compliant with requirements to keep your business information current with the state. 

You need to file Maine Certificate of Amendment with the state if one or more of the following changes occurs:

• Change to the LLC name
• Change to the LLC’s low-profit status
• Change to the LLC’s status as a professional limited liability company
• Change to the registered agent’s information
• Any other changes to the Certificate of Formation

You need to file your Certificate of Amendment with the Secretary of State. 

Step 3: Gather information for filing your Maine amendment

To file a Certificate of Amendment, an LLC generally needs to provide:

• The name of the LLC 
• The date the LLC filed its initial Certificate of Formation
• Information about the changes you are making
• Dated signature of an authorized person 
• Contact information 
• Filing fee(s)

If the LLC changes its Maine registered agent information, you need to provide: 

• The agent’s name 
• A Commercial Registered Agent Public Number and name for a Commercial Registered Agent 
• A name, mailing address, and physical location (if different) for a Noncommercial Registered Agent 

Step 4: File your Maine LLC amendment

You also have to be able to affirm that your new registered agent consented to serve in that role for your LLC. If you’ve made any other changes to your Certificate of Formation, you need to attach the changes to your Maine LLC amendments. It’s important to be as specific as possible with all the amendments you make.  

Preparing and delivering a Maine LLC Amendment Form probably sounds like just another stressful item on an incredibly long to-do list for operating your business. But we are here to reduce your stress with solutions that make updating your company information easier. Our Worry-Free Compliance Service keeps tabs on your LLC’s compliance requirements and provides you two amendments per year. 

Maine Certificates of Amendment vs. Restated Certificate of Formation

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

You can file a Restated Certificate of Formation form in the same manner you file a Certificate of Amendment. The Restated Certificate of Formation supersedes your original Certificate of Formation and any amendments or supplements you previously filed. 

Maine Certificate of 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 LLC information or a defective signature on file with the Secretary of State, you can file a Statement of Correction. Your Statement of Correction needs to contain:

• 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 LLC document. 

Whether you need to amend, restate, or correct information, our Worry-Free Compliance Service can make the process less painful. 

Lean on us for your Maine LLC 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 Certificates of Amendment 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.