Everything You Need to Know About Maine Corporations:
Maine Incorporation Options
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How to Incorporate in Maine
To start a corporation in Maine, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Maine Secretary of State’s Bureau of Corporations, Elections and Commissions – Division of Corporations, UCC and Commissions. You can file this document through the mail or in person. (Due to COVID-19, the Secretary of State offices in Augusta are accepting documents via an on-site document mailbox.) The articles cost $145 to file. Once filed with the state, this document formally creates your Maine corporation.
Per 13-C ME Rev Stat § 511 (2019), every Maine corporation must appoint a registered agent (also called a “clerk,” “commercial clerk,” and “noncommercial clerk”). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit Maine’s Corporate Name Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Maine Articles of Incorporation. Follow along with our filing instructions below:
Filing the Maine Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Maine business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Corporate Name
Your corporation’s name can’t be misleading (don’t call yourself a bank if you’re a bakery). The name must also be different enough from other Maine businesses to be distinguishable. Tip: While the Maine Revised Statutes don’t specifically require regular business corporations to include a corporate designation like “Corporation” or “Incorporated,” it’s standard practice to add one and may make your life easier if you eventually expand outside of Maine.
2. Professional Services
Professional corporations offer state-licensed services (think doctors and lawyers). If you’re creating a professional corporation, you’ll need to select this option in your Articles, state the type of professional services offered and choose one of the following business designations: “Chartered,” “Professional Corporation,” “Professional Association,” “Service Corporation,” or an abbreviation like “P.C.,” “P.A.,” or “S.C.”
3. Benefit Corporation
Benefit corporations are for-profit corporations with a public benefit purpose. For example, a benefit corporation might take society or the environment into consideration when making decisions. Benefit corporations in Maine are formed pursuant to 13-C ME Rev Stat § 1803 (2019) and must be adopted by at least the minimum status vote of shareholders, as defined in 13-C ME Rev Stat § 1802 (2019).
“Clerk” is the term Maine uses for registered agent. For your Maine registered agent, you can list a business or Maine resident who accepts service of process on behalf of your Maine corporation. If you list a noncommercial clerk (like yourself or a friend), you’ll need to include a name, physical address in Maine and mailing address. Rather not list your personal home or office address on a public form? Choose a commercial clerk like Northwest. You’ll just need our name and Commercial Registered Agent number.
5. Clerk’s Consent
Article 5 simply states that the clerk you have appointed has consented to serve. You don’t have to do anything here, other than ensure that this statement is true.
6. Authorized Shares
List the number of shares you’re creating for each class or series. If you want multiple classes or series of shares, you’ll also need to attach an exhibit that describes the rights or limitations of each class or series.
You’ll have to choose whether to have a board of directors or whether the business will be managed by shareholders (as permitted by 13-C ME Rev Stat § 743 (2019)). Tip: Most corporations have a board of directors.
8. Optional Director Information
Although not required, you can include the number of directors, decide the liability of directors and note if the corporation will cover losses of directors and officers.
9. Preemptive Rights
If you want, you can tick the box stating that your corporation will have preemptive rights. Preemptive rights mean that shareholders have first shot at buying previously unissued shares, typically to maintain their ownership percentage. In Maine, corporations do not have preemptive rights unless these rights are noted in their Articles of Incorporation.
10. Other Provisions
This is an optional section where you can add provisions of your own. If you want to change the duration of your corporation (how long it lasts) or define policies, such as those for voting, you can do so in this section. Tip: Many provisions, such as adjustments to voting rights, can be made in your bylaws instead, which are easier to change if needed later on.
11. Maine Incorporator
Your incorporator signs and submits your Articles of Incorporation. Some people assume the incorporator has to be a director or officer, but this isn’t the case—it’s just the person you authorize to submit your articles. Incorporators must include their name, address, and signature. Tip: We’ll be your incorporator when you hire Northwest to form your Maine corporation.
Why Have a Registered Agent Form Your Maine Corporation?
Professionals in Maine hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are located in Portland, ME. We’re on a first name basis with the people who work in the Division of Corporations, UCC and Commissions.
As your registered agent, we list our Portland registered office address on your corporation’s formation documents. Why? If you’re starting a business from your home in Bangor, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Maine. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Maine Corporation Is Formed?
After your Maine Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Maine corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and Maine Revenue Services requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Maine Corporate Bylaws (including our free Maine Corporate Bylaws template), see our Maine Corporate Bylaws resource.
Do I need bylaws for my Maine corporation?
Yes. 13-C ME Rev Stat § 206 (2019) notes that the incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation, ratified at the first board of directors meeting.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Meetings: When and where will meetings for shareholders and directors be held? How much notice is required before a meeting is conducted? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Per 13-C ME Rev Stat § 206 (2019), bylaws can contain any provision, so long as it is consistent with law and the corporation’s Articles of Incorporation.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Maine corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting’s minutes (as well as the minutes from every subsequent meeting with shareholders and/or the board of directors) should also be recorded and added to your corporate record book.
Are there any special rules for Maine organizational meetings?
In the state of Maine, an organizational meeting may be held in or out of the state. Some actions that are required during your organizational meeting may be done outside of the meeting, but only if every incorporator has signed at least one written consent that describes what action was taken.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Maine corporation?
To open a corporate bank account in Maine, you’ll need to bring the following with you to the bank:
A copy of the Maine corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Maine Reports & Taxes
In Maine, corporations file an annual report each year. In addition, corporations are subject to state taxes, including the state’s corporate income tax.
What is the Maine Annual Report?
The Maine Annual Report is a filing you must submit each year in order for your corporation to remain in good standing with the Secretary of State. On this form, you update information on directors, officers and shares. You must also confirm your registered agent and office. It can be completed online or as a paper form mailed to the Secretary of State’s office or dropped off in-person at their offices in Augusta. (Due to COVID-19, documents required to be filed with the Secretary of State are being accepted through an on-site document mailbox if you choose to deliver them in-person.) Anyone with authority may file the annual report, but original signatures are required if you file using paper forms.
How much does it cost to file a Maine Annual Report?
$85. Fail to file on time? The Secretary of State will charge most business entities a $50 late fee. If your report remains unfiled, your business may also be administratively dissolved or revoked of its right to conduct business within the state.
When is the Maine Annual Report due?
Your corporation’s annual report filing must be filed between January 1st and June 1st of the year following the calendar year in which your company was incorporated, formed or qualified. For example, if you filed your Articles of Incorporation between January 1, 2020 to December 31, 2020, your first annual report would be due by June 1, 2021.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Maine corporate taxes?
The state of Maine imposes an income tax on all corporations that have Maine-source income. For tax years beginning on or after January 1, 2018, corporate tax on adjusted federal taxable income is calculated using the following graduated rates:
3.50%: $0 to $350,000
7.93%: $350,001 to $1,050,000
8.33%: $1,050,001 to $3,500,000
8.93%: over $3,500,000
The state sales tax is a flat 5.5%. In Maine, cities and counties can’t add on local sales taxes, so you’ll pay the same 5.5% at the register from Portland to Presque Isle. However, there are specialty rates for a few specific products and services. For example, prepared foods are taxed at 8% and hotels are taxed at 9%.
Do corporations have to register with Maine Revenue Services?
Maine Corporation FAQs
How can I submit the Maine Articles of Incorporation?
You can file Maine articles by mail or by dropping them off in person. Payments must be made payable to the Maine Secretary of State. Mailed filings must be submitted to the following address:
Secretary of State
Bureau of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101
How much does it cost to start a Maine corporation?
The base filing fee for Maine Articles of Incorporation is $145. Five day expediting is an additional $50, and immediate processing is $100.
Hire us for a one-time fee of $370, including the state filing fees, a year of registered agent service, a business address and more.
How long does it take to start a Maine corporation?
Standard processing is around 14 days. 5-day expediting is an extra $50 and immediate expediting is an extra $100. Filings can only be mailed or submitted in person (there’s no online filing), so this option works best in person—otherwise, you still have to wait for postage time.
Does a Maine corporation need a business license?
Licensing is done on the city or town level in Maine. Most cities don’t require a general license but instead license specific activities.
For example, Portland requires a $45 license for a few dozen specific business activities, from circus events to valet parking. Taxis and similar businesses are also licensed but pay increased fees. In Bangor, many activities are licensed and the fees tend to be higher—for instance, you’ll shell out $341 to license a bowling alley or a roller rink. Bar Harbor, on the other hand, licenses only a handful of activities, like selling liquor or operating vehicles for hire.
What is a foreign Maine corporation?
A corporation formed outside of Maine—but which conducts business in the state—is considered a foreign Maine corporation. For example, if you incorporated in Vermont but decide to open a storefront in Maine, you would be a foreign Maine corporation. This also means you would need to register with the state by filing an Application for Authority with the Maine Secretary of State, Bureau of Corporations, Elections and Commissions. Foreign corporations are required to file the Maine Annual Report as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Maine nonprofit requires a different form. The filing fee is lower as well ($40). Nonprofits are also required to submit an annual report every year before June 1st, the fee for which is $35.
How can I get a Maine phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Maine Incorporation Service
Our Maine incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Maine corporation for $370 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Maine Articles of Incorporation to the Secretary of State, Bureau of Corporations, Elections and Commissions. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Maine Bureau of Corporations, Elections and Commissions has approved your filing, we notify you that your Maine corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.