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When incorporating in Maine with LegalZoom, we not only file your articles of incorporation with the Maine Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Maine corporation.
Maine Incorporation Information
Incorporating in Maine
Choosing a business name is one of the first steps in forming your Maine Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Maine business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation
- May be refused if the Secretary finds it to be obscene, promoting abusive or unlawful activity, falsely suggestive of an association with public institutions or violating any other state laws.
If you would like to incorporate in Maine, articles of incorporation must be filed with the Maine Secretary of State. Maine law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: Delivering articles of incorporation to the Secretary of State for filing.
- Listing Requirements - The name and mailing address of each incorporator must be listed.
You may incorporate in Maine can occur for any lawful business activity
Listing Requirements: Not required in the articles.
- Minimum Number of Directors: One or more, to be stated in the bylaws or fixed in accordance with them.
- Eligibility Requirements: None. However, the articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Names of directors are not required in the articles.
Other Required Listing Information:
- The number of shares that the corporation is authorized to issue must be included in the articles.
- If there is more than one class, the number of shares per class and a description of the rights in each class must also be included.
- The street address and mailing address, if different, of the corporation's initial registered office and the name of its initial clerk at that office.
- The clerk's signed acceptance.
Additional provisions may be included in the articles, such as:
- The names and addresses of the initial directors.
- Managing the business and regulating the affairs of the corporation.
- The corporate purpose(s).
- Regulating the powers of the corporation, its board of directors, and shareholders.
- A par value for authorized shares or classes of shares.
- Personal liability of shareholders for corporate debts in certain situations.
- Limitation of liability or indemnification of directors to the corporation or its shareholders for money damages in certain situations.
Bylaws govern a Maine corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders.
Officers must be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. Additionally, at least one officer is responsible for preparing minutes of director and shareholder meetings and for authenticating records. Any officer may simultaneously hold more than one office in the corporation.
Clerk and Registered Office:
Every Maine corporation must have a Clerk, who must be a natural person who is a resident of Maine. The clerk may be, but is not required to be, one of the directors or officers of the corporation, or the clerk may be a person holding no other position with the corporation. The clerk must be appointed by the corporation's board of directors unless the articles of incorporation reserve appointment of the clerk to the shareholders.
The clerk is the person designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
In addition, the clerk shall keep on file a list of all shareholders of the corporation and keep, in a book kept for that purpose, the records of all shareholders' meetings, including all records of all votes and minutes of the meetings.
Maine requires that every corporation maintain a registered office, which may be the same as its place of business.
Under Maine law, a professional corporation is formed in order to render services within one specific profession, unless combining the multiple professions it has chosen is not prohibited by Maine licensing laws. Professional corporations generally may not offer any other unrelated services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Maine Secretary of State each year, except for the first year of incorporation. This report must be filed each year between January 1 and June 1 in the calendar year following the year of incorporation, and must indicate:
- The corporation's name and its jurisdiction of incorporation;
- The address of its registered office and the name of its clerk in this state;
- The address of its principal office and name of its registered agent, if a foreign corporation;
- A brief statement of the nature of the business in which the corporation is engaged;and
- The names and business or residence addresses of the president or chief executive officer, the treasurer or chief financial officer and directors (or shareholders, if no directors).
Each corporation (that is not a close corporation) must also file an annual financial statement no later than five months after the close of the fiscal year which includes its year-end balance sheet, income statement and a statement of change of shareholders' equity unless this information appears elsewhere in the financial statements.
Income Tax Rate:
For information on the Maine state income tax rate, visit: http://www.state.me.us/revenue/
S corporation status is recognized by the State of Maine.