Forming an LLC in Maine
A Maine limited liability company, or LLC, is a legal business entity that offers a flexible management structure, simplified taxation, and personal asset protection. To start an LLC in Maine, you’ll need to choose a business name, appoint a registered agent, and file a Certificate of Formation with the Secretary of State’s Division of Corporations, UCC & Commissions. Maine is behind the times, so they’ll only accept filings by mail or in person. The filing fee is $175 for standard processing. Daunted? Never fear. Our handy dandy guide to Maine LLC formation will have your business ready to hit the ground running.
Ready to Start an LLC in Maine?Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Certificate of Formation
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
You’ve probably got a business name all picked out, but to comply with 31 ME Rev. Stat. § 1508, the name must:
- Be unique among business names in Maine.
- Include either “limited liability company,” “limited company” or the abbreviation “L.L.C.,” “LLC,” “L.C.” or “LC.”
- Not include words or abbreviations that make it sound like it’s another kind of entity, like “corp” or or “limited partnership.”
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Maine?
Absolutely. If you’re not ready to form your LLC yet, you can reserve your business name for 120 days by filing the Application for Reservation of Name with the Secretary of State and paying the $20 fee. Again, all Maine business forms need to be mailed or delivered in person to the office in Augusta.
What’s the difference between my LLC’s name and a DBA?
When you file your Certificate of Formation, the business name that you list on your formation documents is the legal name of your LLC. A Doing Business As (DBA) name is any other name your LLC uses to do business. A DBA is also sometimes called a trade name, fictitious business name, or assumed name.
For example, your LLC might be registered as Jane Johnson, LLC, but do business under the DBA “Jane’s Blue Eyed Pies.”
Maine requires LLCs to register DBAs with the Secretary of State. You’ll have to fill out and file a Statement of Intention to Transact Business Under an Assumed or Fictitious Name. The total cost to register your DBA is $125, payable to the Secretary of State by mail or in person. While that may seem a bit steep, it’s important–registering your DBA prevents another business from using the name and is required by law.
Thinking about using a DBA? Learn How to Get a DBA.
2. Designate a Registered Agent
Next up, you’ll need to appoint a registered agent for your LLC. A registered agent is the person or company (like Northwest) tasked with accepting important legal mail on behalf of your business. In Maine, all LLCs are required to have a registered agent. You’ll need to have your registered agent’s name and address ready before you fill out your Certificate of Formation.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in Maine are outlined in 5 ME Rev. Stat. § 114. Your registered agent must:
- Have a physical address (no PO boxes or virtual offices) in the state of Maine.
- Keep regular business hours (9am to 5pm).
- Accept legal mail and correspondence from Maine’s Division of Corporations on behalf of your business and get them to you fast.
Can you be your own registered agent in Maine?
You sure can, but do you want to? Acting as your own registered agent means your name, address, and other private information go on the public record, which opens you up to spam email, junk mail, and annoying sales calls. Plus you’ll have to keep regular, nine-to-five business hours at your registered address, which might not work with your busy schedule as a business owner.
Can I change my registered agent after I start an LLC?
Yes. To change your registered agent in Maine, you’ll need to complete and file a Statement of Change form with the Secretary of State. The Maine Statement of Change must be submitted by mail or in person and costs $35 to file.
3. Submit LLC Certificate of Formation
To officially form your LLC, you’ll need to complete Maine’s Certificate of Formation. There is also a “Customer Contact Cover Letter” that you’ll need to attach to your Certificate of Formation. It asks for basic contact information for the LLC. When both forms are completed, you’ll mail or hand deliver them to Maine’s Secretary of State with the $175 filing fee.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your LLC:
- Company name. Your company name needs an indicator like “LLC.”
- Filing date. This is when your LLC will start. Most LLCs select “date of this filing” for an immediate start, but you can choose a date up to 90 days in the future.
- Low-profit LLC. Check the box to form a low-profit LLC (an LLC with a charitable or educational purpose). Hint: Most LLCs skip.
- Professional LLC. Check the box to form a professional LLC (an LLC that offers services that require special licenses, like architecture or dentistry) and list the kind of services your LLC will offer. Hint: Most LLCs are not professional LLCs.
- Registered agent. Person or entity that will be accepting legal mail on behalf of your LLC. Specify if your registered agent is commercial (like us) or noncommercial (like your neighbor Jean).
- Maine authorized person. This is the person or entity that signs and submits the Certificate of Formation. It can be someone outside of your LLC.
How can I keep my personal information off the public record?
Your best bet is to hire a registered agent. All names, addresses, and phone numbers you list on this form will be readily available online, but any registered agent worth their salt will put as much of their information on the Certificate of Formation as is allowed.
Your Maine LLC needs a registered agent anyway. Not only will a registered agent accept all of your important legal mail, but a good one will keep your personal information off public record by listing their business address everywhere they can on this form. In these very public times, hiring a registered agent (like us) is truly the most effective way to guard your privacy when forming an LLC.
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, the owners (members) of the LLC take a hands-on approach to running the business. Members can also hire a manager to run the LLC. In this case, the LLC is manager-managed. Either way, whoever runs the LLC, be it a member or a hired manager, has the ability to hire and fire employees, enter into contracts, pay vendors, open bank accounts, among other tasks. It’s an important decision.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How long does it take to form a Maine LLC?
The state’s standard processing time is 10-15 business days. You can also pay extra to have your paperwork processed within a day of being received or processed immediately upon receipt (as staffing allows).
If you send in your forms via the postal service, you’ll also have to factor in mailing time.
How do I file the Maine Certificate of Formation?
You can submit your certificate by mail or in person at:
Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-010
4. Write an LLC Operating Agreement
Operating agreements (or limited liability company agreements) are legal documents that define in writing how an LLC is run. Your operating agreement establishes the rules and structure for the LLC so that members can refer back to the document in the case of confusion or miscommunication. Other than the Certificate of Formation, your operating agreement is the most important document for your LLC.
Check out our attorney-drafted Maine LLC Operating Agreement.
Does Maine require an LLC to have an operating agreement?
Maine legally requires your LLC to have an operating agreement. According to ME Rev. Stat. § 1502.15, operating agreements are “any agreement . . . written, oral or implied” which means unwritten agreements can be subjected to misunderstanding and misremembering between or among the members.
So while you could technically adopt an operating agreement by talking about it, it’s super important that your LLC to have a solid operating agreement in writing. An oral agreement just won’t cut it should members of the LLC have a falling out and take their issues to court. What’s more, if you ignore this step, your LLC will be required to operate according to Maine’s default LLC statutes. You don’t have to file your operating agreement with the state, since it’s an internal document. This means, once it’s created, you should keep your operating agreement safely filed with other important LLC documents. Additionally, members should continue to review, revise, and update their operating agreement on a regular basis to ensure relevance to current LLC operations and affairs.
What should be included in an operating agreement?
Think of your operating agreement as an outline for how you want your LLC to operate. This means you’ll want to address big ticket issues like:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
Maine’s state statutes give LLCs a lot of leeway in creating an operating agreement—you can basically include anything not forbidden by law or the Certificate of Formation.
Does a single-member LLC need an operating agreement?
Yes. Of course, you know how you plan to operate your LLC, so you’re probably thinking “why would I need an operating agreement just to agree with myself?” Thing is, not only does Maine require all LLCs to adopt an operating agreement, an operating agreement is usually needed in order to open a bank account for your LLC. In turn, a separate bank account helps to maintain your LLC’s limited liability.
5. Get an EIN
Once you’ve filed your paperwork with the state, it’s time to get your Employment Identification Number (EIN). Think of it as a social security number for your business. Applying online with the IRS is the fastest way to get an EIN. If you don’t have a social security number, you’ll have to file a paper application.
Do I need an EIN for my Maine LLC?
In most cases, yes. The whole point of starting an LLC is to separate you from your business (and gain liability protection). Legally, you only need an EIN if you have employees or if you are taxed as a corporation. But getting an EIN for your Maine LLC adds an extra layer of separation between your personal information and the LLC. Plus, almost every bank requires an EIN to open a business bank account. As an added bonus, an EIN for your LLC means you don’t need to give vendors or potential business partners your social security number.
What To Do After Forming Your Maine LLC
6. Open a Bank Account
Why open a brand new bank account just for your business? Because if you mix your personal and business finances, you could lose your liability protections. Separation of finances is key to maintaining the integrity of your LLC. You’ll also look a lot more professional with a dedicated bank account with your LLC’s name on it.
To open a bank account for your Maine LLC, you’ll need to bring the following to the bank:
- Maine LLC Certificate of Formation (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
In most cases, LLCs are funded by the members, which means that each member will make an initial contribution to fund the business. Most members will simply write a check to the LLC’s bank account. Members can also contribute property or services to the LLC. It is important that you pay attention to potential tax events that can be triggered by non-financial contributions made to the LLC. Initial contributions typically pay for membership interest.
What is LLC membership interest?
Membership interest the percentage of ownership you hold in the LLC. Think of it like pizza. The more money you put into the LLC, the bigger your slice of the pie. For example, if five members each invest $20,000 in the business, each member owns equal membership interest, as well as any voting rights that go along with membership interest. If members all put in different amounts of money, they will each get an interest in the LLC equal to their contribution.
8. File State Reports & Taxes
Maine LLCs must file an annual report with the Secretary of State each year. Think of the annual report as a check-in with the state. The annual report basically serves to ensure the state has updated information on who owns your LLC, where it’s located, and who the registered agent is. The Maine annual report costs $85 to file.
Worried you’ll forget? Let us file your annual report for you.
When is the Maine Annual Report due?
In Maine, annual reports are due on June 1st. You can file by mail, in person, or—unlike the Certificate of Formation—online. But be careful, because Maine will not only hit you with a late fee of $50 if you file after June 1st—the state will dissolve your LLC if you’re delinquent for 65 days. They don’t even mail out reminders. Mark your calendars for the annual report, or hire a registered agent who will do the remembering (and filing) for you!
How are Maine LLCs taxed?
By default, your LLC will be taxed like a sole proprietorship or partnership. This means the profits from the LLC pass through from the LLC to the members (owners), who then report the income and expenses on their personal tax returns. Each owners’ share of the profits is subject to federal, state and self-employment (Medicare and Social Security) tax. Currently, the federal self-employment tax rate is 15.3%. LLCs can also file paperwork with the IRS to be taxed as an S-corp or C-corp.
Learn more about S-Corp Vs LLC tax designation.