Form a Maine LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
When you form your Maine LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the State of Maine. We also conduct a name search for your Maine LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Maine LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name:Choosing a business name is one of the first steps in the process of forming your Maine Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company", or must contain the abbreviation "L.L.C." or the abbreviation "LLC", either of which abbreviation may be used interchangeably
May not contain the word "corporation", "incorporated", or the abbreviations "corp." or "inc."
Must be distinguishable from the name of a corporation, other Maine Limited Liability Company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business in this State
Must be distinguishable from assumed, fictitious, reserved and registered name filings for all entities
Must be distinguishable from marks unless the registered owner is the same person or entity as the LLC seeking to use the indistinguishable name
An LLC may apply to use a name that is not distinguishable on the records of the Secretary of State if:
The entity consents to the use in writing and submits an undertaking to change its name to one that is distinguishable from the name of the applicant
The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Maine Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Maine LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Maine Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Maine LLC Formation. This information must include:
The LLC name
The street address, (mailing address) including the county, of the LLC's initial registered office
The name and address of the LLC's initial registered agent
A statement as to whether the company will be manager managed
A minimum and maximum number of managers permitted
The name and business, residence or mailing address of each initial manager, if any have been selected
Any other provision, not inconsistent with law, set forth by the members.
Filing: Your LLC is considered organized once the original executed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons. The document must be executed, on behalf of the LLC, by the organizers and the registered agent.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Maine LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Procedure for Membership: A person may be admitted as a member of a LLC: (1) directly from a LLC, upon compliance with the operating agreement or articles of organization, or (2) if neither the operating agreement nor the articles so provide, upon the written consent of all members.
Resignation of Membership: Certain prohibitions exist surrounding the right of a member to resign from the company. Unless the operating agreement or articles of organization provides that a member has no power to resign, the member may do so by giving a 30-day written notice to the other members or such notice as provided in the articles or operating agreement.
A member will be responsible for any damages resulting from a wrongful withdrawal.
Contribution:The contributions of a member to the LLC may consist of cash, tangible or intangible property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services.
Registered Agent In Maine
LegalZoom can also provide your business with a registered agent in Maine. Every Maine LLC must continuously maintain a registered office and agent ?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Maine may be:(1) an individual resident of Maine whose business office or residential address is identical with the LLC's registered office or (2) a domestic or foreign corporation, whether business or nonprofit, authorized to do business or carry on activities in Maine whose registered office also serves as the registered office of the LLC.
Registered Office: The registered office may be but does not need to be the LLC's place of business. Yet, the registered agent in Maine must maintain a business office that is identical with the registered office.
Maine Secretary of State
Once a Maine LLC has been created, the Maine Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Maine Secretary of State office.
Annual Report: Each limited liability company must file an annual report with the Maine Secretary of State that lists:
The LLC name
The name of its registered agent
The address of its registered office in this State, including the street or rural route number, town or city and state, and, in the case of a foreign LLC, the address of its registered or principal office;
A brief statement of the character of the business in which the LLC is actually engaged, if any; and
The name and business or residence address of each manager or, if none, each member, including the street or rural route number, town or city and state
Records: Each limited liability company shall keep following records open to inspection at its office:
A current and past alphabetical list of the full name and last-known mailing address of each member and manager
A copy of the articles of organization, together with any amendments to the articles together with executed copies of powers of attorney pursuant to which articles or certificates have been executed
Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any, for the 6 most recent years or, if the returns and statements were not prepared, copies of the information and statements provided to the members to enable them to prepare their federal, state and local tax returns for that period
Copies of operating agreements and all amendments and copies of operating agreements no longer in effect
Unless provided in an operating agreement or articles of organization, a writing setting out:
o The amount of cash and the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which when additional contributions agreed upon by each member are to be made
o Events, if any, upon the happening of which a limited liability company is to be dissolved and its affairs wound up
o Other writings prepared pursuant to a requirement in an operating agreement
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Upon the happening of an event specified in the articles or operating agreement, including a vote of members
Written consent of all members
Entry of a judge's order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Maine Secretary of State along with the appropriate filing fee. When appropriate a check must accompany the document payable to the State of Maine, covering all charges for the Secretary of State.