Registered Agent and Annual Report FAQs

Registered Agent and Annual Report FAQs

 Frequently Asked Questions – Registered Agent/Clerk and Annual Reports (Updated December 2021)

Please note: this is general information about various types of Maine business organizations. Before taking any particular action based on this document, please discuss with your Opticliff Law attorney to ensure that the action is appropriate for your business. It is essential that you understand what type of entity your company is. If your company is an LLC taxed as an S-Corporation, it is still an LLC for the purposes of the Annual Report.

  • This is my first time doing this, what is involved? Can you walk me through the process?

Each year, your company is required to report to the Maine Secretary of State if it intends to do business in Maine that year. The state wants to know if you are still in business. As your Registered Agent, we offer to file this report on your behalf for no additional charge, but in order to do so, we require information about your business and payment. We collect payment for the annual registered agent fee and the annual filing fee at the same time for both of our conveniences. We now offer annual recurring auto-payments, which is accessible on our Annual Report page. If you need help setting up automatic payments, please contact us at pay@opticliff.com. The only alternative to auto-payments is to make payment in full prior to January 1 of the reporting year.

  • What is an Annual Report and why is it important?

It’s the state’s way of keeping track of all the active companies doing significant business in the state.

  • When is the deadline to submit the AR?

The state’s deadline is June 1. Our deadline is the first Tuesday during the month of May to ensure timely filing.

  • What happens if I miss the deadline?

If you miss our deadline, we cannot guarantee a timely filing. We process your annual report free of charge, but countless resources go into making this happen. The last couple of years we have seen an excessive number of late filings and people “putting it off to the last minute” without realizing what a disruptive effect this has on the entire process for all of our clients. We process over 350 Annual Reports each year, and we are very grateful for those clients who take action on this process immediately.

If you miss the state deadline of June 1, you will incur late fees by the state and additional legal fees from our firm. The state applies a $50 late fee from June 1-July 31, and increases the fee again in August to $150 (dates and fees are subject to change). Eventually, the state will administratively dissolve your company, assuming you no longer wish to conduct business in Maine. *Please contact the Bureau of Corporations, Elections & Commissions to confirm deadlines and late fees.

Why did you change the process again?

We are constantly aiming to deliver exceptional service through all of the services our firm provides. And, as so many of our clients know, that requires regular assessment to improve on existing processes. We serve as Registered Agent or Clerk for over 350 companies, and in order to give each of them an exceptional experience, we need to eliminate the areas that are slowing down the process. These changes help us save time, and have the bandwidth to accommodate your time-sensitive projects. We understand that every business is unique, but creating a system that works for everyone is our goal and greatly appreciate your timely attention to our notices!

  • What is included in our annual fee?

As your company’s registered agent, we perform the following functions:

  1. We are the primary contact for your company, according to the State of Maine’s public database.We receive service of process on your company’s behalf, in the event the company is sued.
  2. We are responsible for the organization and safe-keeping of your company’s Company Record Book.
  3. We receive and discard junk and phishing mail that gets sent to all companies using publicly available information.
  4. We, annually upon your request, provide a half hour conversation with you about your business.
  5. We prepare and file the company’s State-mandated annual report. We will contact you each Winter requesting information and advance payment. Your failure to timely fulfill these requests will incur additional legal and filing fees for the company, and could cause the company to fall into bad standing.
  • Do I still have to file even though I haven’t made any money or done any business this year?

Yes. 

  • Why not just file our Annual Report and send me an invoice if you already know that I’m keeping this entity alive?

We cannot assume you are still in business, so we need to know in writing or by moving forward with our process. If no changes have been made, simply do not fill out the information form. If you pay, and do not enter information within 5 days, we will file the report with last year’s information. Additionally, we cannot advance filing fees for clients, so we must collect payment from you before filing.

  • Opticliff Law offers an “business annual check-up” as part of its service. What is this and do I need to prepare for this? 

Essentially, this service is an annual physical for your company. We discuss how you’re doing, and what your company’s plans are for the coming year. If there are changes that need to be made within your company, we help you create a plan to make them. Yes, you should prepare for this meeting by thinking about all the various parts of your business and about the actions you’ve taken over the past year and what your plans are to grow or sustain your company over the next few years.

  • Can I file my own Annual Report?

Yes. See next question.

  • I’m filing my own Annual Report, do I still need to pay the fees?

Yes, you still need to pay the Opticliff Law Registered Agent service fee. The filing fee you will pay directly to the state at the time you file your annual report.

  • Can I serve as my own Registered Agent?

Yes. If you choose to appoint yourself as agent mid-year, you will owe us a prorated fee for the registered agent service. If you have pre-paid the fee, you will be reimbursed a prorated amount.

The state charges a $35 filing fee to change Registered Agents, which will be your responsibility.

  • For Corporations and Nonprofits, is it required that I have an annual Director or Shareholder meeting each year?

Yes, under Maine law both corporations and nonprofits are legally required to hold an annual meeting of directors or shareholders (as the case may be) with written minutes recorded. This is separate from your annual report filing. We can help record minutes of your annual meeting, or you can do those on your own.

  • For non-profits, how many board members should I have?

By law, the state minimum is three (3). Beyond that, you may have as many as your articles of incorporation or your bylaws permit.

  • I’m looking to dissolve my company, how do I proceed?

We recommend winding down the affairs of the entity, paying all its debts, disposing of all of its assets, and either allowing the company to become administratively dissolved or formally cancelling the entity with the State of Maine. We can assist with this process for a low flat fee. Upon dissolution of the company, we will resign as its registered agent.

  • What happens if I just let it administratively dissolve?

The entity will sit in a holding area of sorts for perpetuity until you either officially cancel the entity, or resurrect it. The risk of administrative dissolution is that your company can incur liability under the Maine LLC Act during this time. The risk is also that people preparing to sue the company itself may sue you, personally, asking a court to hold you liable for the dissolved company’s debts.

The company will also incur fees each year from the Secretary of State’s office. If you ever want to resurrect the company you will have to pay all of the back fees.

  • I don’t know if I want to keep this company going? What are the next steps.

You should probably book an annual check-up with a lawyer to help you decide.

Zeke Callanan
zeke@opticliff.com

Zeke founded Opticliff Law in 2012. He thrives on new ideas and brainstorming with clients about thinking bigger, and growing mere ideas to sustainable business plans. He works with startups, growing companies, and evolving relationships through entity formation and strategy, everyday business contracts, and complex fundraising compliance work. Zeke is very involved in his community, and supports local growth and progress through his network.