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Sweet Home Maine

Incorporating in Maine can feel overwhelming at first, but CorpNet is here to help get you started. The authority for incorporating in Maine falls under the Secretary of State, Bureau of Corporations, Elections and Commissions. This Division also keeps all corporate filings on record. The main location is in Augusta. The chief types of business organizations structures available are Sole Proprietorships, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Corporations and Limited Liability Companies. Each one has definite advantages and disadvantages, depending on the needs of your business. Choosing the suitable organizational structure for your company is one of the most significant decisions you will make.

Five basic steps to incorporate in Maine

  1. Incorporation in Maine starts with reserving an entity or corporate name. This necessary step keeps name duplication from happening. First, search to make sure your company name is available. You can use the free CorpNet company name search. The company name must use either “Corporation”, “Incorporated,” “Limited Liability Company,” or an abbreviation of one of these.

    Your name is not allowed to include any language that is deemed obscene or language that promotes unlawful or abusive activity. It cannot falsely imply an association with public institutions, either.

    If you wish to do business under an assumed name then you must fill out the Statement of Intention to do Business under an Assumed or Fictitious Name form.

  2. Register your corporation (or LLC) with the Secretary of State. Articles of Incorporation should be filed for corporate structures while Articles of Organization are filed for LLCs. When you file, you will get a business entity ID number. It is a number that can be used for all filings and communication with the office. It is not the same as a tax ID.

  3. Entity professional licenses are required for some corporations, LLCs, LLPs and LPs in certain professional categories, such as those that deal in real estate or financial organizations. You must ensure that you have the correct licenses before starting your business activities.

  4. Have the first executive meeting for the corporation or LLC and implement the bylaws (corporations) or Operating Agreement (LLCs). This is an officially permitted meeting and as a result must be recorded. (See section below about officers and documentation.)

  5. Apply for a Federal Employer Identification Number (EIN) under the corporate name. This number is obtained through the IRS. You will also have to establish a bank account under this number for accounting objectives. Your financial institution will need a copy of the EIN in addition to a certificate of registration from the Secretary of State.

Foreign and Domestic Corporations

Business and nonprofit corporations are considered to be either domestic or foreign corporations. A domestic corporation is one that has been incorporated under the laws of the State of Maine. Conversely, a foreign corporation is one that has been incorporated under the laws of another state or country. By registering with that particular state, you may be authorized to do business within the state of Maine.

When registering a foreign business, the Application For Authority To Do Business form must be submitted. The application must be supplemented by a certificate of existence or a document of similar meaning accordingly authenticated by the Secretary of State. It must state that the corporation has legal existence, good standing or comparable language and cannot be dated any earlier than 90 days preceding the date of delivery for filing the application.

Officers and documents

Corporations in Maine must have one or more directors. Any change (address or ownership) must be filed with the Secretary of State.

The incorporators or board of directors must approve beginning bylaws for the corporation. The right to grant, adjust or eliminate bylaws is subject to the articles of incorporation and the stockholders.

Every Maine corporation has to have a Clerk, sometimes known as the registered agent. The Clerk must be a natural person who is also a resident of the state. The clerk can be one of the directors or officers of the corporation but this is not required. The corporation's board of directors must elect the Clerk unless the articles of incorporation set aside the appointment of the Clerk for the shareholders. The clerk is the person who is chosen to accept official state correspondence.

Additionally, the clerk must keep on file a list of all of the corporation’s shareholders and maintain records of all the shareholders' meetings.

Maine also requires that all corporations keep a registered office. This can be the same address as its place of business.

Every year, a report must be filed with the Maine Secretary of State, except for the first year of incorporation. The report should be filed each year between January 1 and June 1 of the calendar year and must include the corporation’s name and jurisdiction, the address of its main office, the name of its registered agent if it is a foreign corporation, a short statement regarding the nature of the business, and the names and addresses of the president, financial officer, and directors.

An annual financial statement should also be filed no later than five months after the closing of the fiscal year. This should include the end of the year balance sheet as well as the statement of change of shareholders; equity unless the information is located elsewhere.

Common Forms

  • Articles of Incorporation – This is the articles of incorporation filed with the Bureau of Corporations, Elections and Commissions.

  • Application for Reservation of Name – This form can be filed online. It results in a name search and reserves a business name for up to 120 days. There is also a version for foreign corporation name registration.

  • Application for Authority to do Business – The form used for foreign corporations.

  • Statement of Appointment or Change of Commercial Clerk – Since the clerk/registered agent is the point of contact between the corporation and the State of Maine, any changes must be documented with the Secretary of State.

  • Certificate of Election to Dissolve – Used to dissolve a corporation. There are other forms required for mergers and consolidation.

Forming a corporation online

Incorporation in Maine can look like a discouraging task. Still, it is quite feasible to incorporate online by filing the right forms in the proper order and this can be carried out remotely through our services. We offer full packages to start your corporation or LLC without missing critical steps or documents. Mistakes can be costly.

Incorporating online is as easy as providing some preliminary information and deciding which type of corporation best fits your requirements. CorpNet is easily reached to help you start a corporation in Maine and one-year Registered Agent Services is customary in our packages. We also provide unlimited customer support.

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