How to Form a Maine Corporation

How to incorporate in Maine: Step-by-step guide

Follow these steps to form your Maine corporation.

Step 1: Check Maine corporation name availability

First, you need to choose a unique name for your business. Your proposed corporate name must be available for use in Maine and distinguishable from any other entity's name, reserved name, fictitious name, or trademark on file with the Maine Secretary of State, according to Maine Revised Statutes, Section 401. 

Maine name requirements

• Must be distinguishable from existing business names in the Secretary of State's database
• Cannot be deceptively similar to existing state trademarks or service marks
• While not required, including words like "Corporation," "Incorporated," "Company," or their abbreviations ("Corp.," "Inc.," "Co.") clearly identifies your business as a corporation
• Cannot imply an association with a government agency

How to search for name availability

1. Visit the Maine Secretary of State's online Corporate Name Search database.
2. Search variations of your desired name, including different spellings and abbreviations.
3. Check for similar names that might cause confusion.
4. In the results, click on “Information Summary” to view the status of the entity (e.g., dissolved, active, etc.). You can also click “View list of findings” to see if that specific corporate name has any trademarks on file.
5. If the entity isn’t active, the name may be available. If there are no results for your search queries, the name is likely safe to use.

Even if a name appears available in Maine's database, that doesn’t mean that it’s available nationally. Conduct a federal trademark search through the US Patent and Trademark Office database to avoid potential conflicts.

Step 2: Reserve your corporation name (optional)

If you need time to prepare your incorporation documents and want to secure your preferred name, Maine allows you to reserve a corporate name for 120 days.

Download Form MBCA-1, Application for Reservation of Name. Fill it out, providing your desired corporation name, the name and address of the applicant, date, and signature. Complete the cover letter. Include a check for $20 payable to the Maine Secretary of State, or fill out the Credit Card Voucher if you’d like to pay by credit card.

After the 120-day period, you cannot renew the name reservation. Instead, you’ll have to complete another name reservation application and pay the filing fee.

Step 3: Appoint a Maine registered agent

Every Maine corporation must maintain a registered agent (also called a clerk) to receive legal documents, tax notices, and official correspondence on behalf of the corporation.

Maine registered agent requirements

• Must be an individual who resides in Maine or a business entity authorized to conduct business in Maine
• Must have a physical Maine address (not a P.O. Box)
• Must be available during normal business hours

Types of registered agents in Maine

• Commercial clerk (registered agent): A corporation that provides registered agent services and has registered with the Maine Secretary of State
• Noncommercial clerk (registered agent): An individual Maine resident who serves as the registered agent

Step 4: Determine share structure and appoint directors

Maine law provides flexibility in designing your corporation's stock structure, only providing the details laid out in the Maine Business Corporation Act. It may be helpful to get legal and financial counsel when considering all the factors involved in setting up shares for your corporation.

• Authorized shares: The maximum number of shares the corporation can issue
• Classes and series: Different types of stock with varying rights (voting vs. non-voting, preferred vs. common)
• Par value: The minimum price per share (can be "no par value")
• Rights and preferences: Dividend rights, liquidation preferences, voting rights

Next you can appoint the corporate directors. Maine specifies a few requirements for these directors. 

• Minimum: At least one director is required.
• Qualifications: Maine has no specific residency or age requirements.
• Election: Directors can be elected before the articles of incorporation and are confirmed at the first shareholder meeting.
• Eligibility: Corporate bylaws may establish additional eligibility requirements.
• Board makeup: For domestic, publicly held corporations, at least one director must be female; the larger the board, the more female directors there need to be (reference the Maine Business Corporation Act for specifics).

Step 5: Prepare articles of incorporation

Maine's articles of incorporation establish your corporation's legal existence. Download Form MBCA-6, Articles of Incorporation, and fill it out completely. The document must contain specific information required by Maine law.

• Corporate name: The exact name of the corporation as it will appear in state records.
• Purpose: The business’s purpose/professional services. All Maine corporations automatically have the purpose of "engaging in any lawful business" unless the articles of incorporation specify otherwise.
• Stock structure: The number of shares the corporation is authorized to issue. If there will be multiple classes or series of stock, an additional document needs to be attached that identifies the designation for each class, par value per share (if applicable), and the rights, preferences, and limitations of each class or series before shares are issued.
• Clerk (registered agent) information: If using a noncommercial clerk, include their name, mailing address, and physical address. If using a commercial clerk, include the name and CRA Public Number.
• Board of director details: This may include a minimum or maximum number of directors and other information.
• Incorporator information: The incorporator’s signature and date. An attached document should include names and addresses of any additional incorporators other than the signer.

Step 6: File your articles of incorporation with the Maine Secretary of State

Now it’s time to file. Maine does not have an online filing system, so all formation documents must be downloaded from the Secretary of State’s website and mailed. 

Send your completed Form MBCA-6, cover letter (included in the form), any attachments, and payment to: