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MAINE SECRETARY OF STATE:  CORPORATIONS AND LLC'S

Forming a Corporation


Contact the Bureau of Corporations at (207) 624-7752.

The Basics to Incorporating in Maine

Thank you for your interest in forming a corporation, or other business entity in the State of Maine.

The Department of the Secretary of State, through the Bureau of Corporations, Elections and Commissions, serves as the registry for all corporate filings in Maine. We develop the appropriate forms required to form a business entity, file all corporate documents as required by law and provide information to the public on a corporation's status, directors, officers and business purpose.

The information below will assist you as you begin to examine the options available to you and your business. However, it cannot replace the specific knowledge and guidance that can be provided by a lawyer and a tax advisor as you make your own personal business decisions. Therefore, we encourage you to seek this assistance, when necessary, as you move through this process.

Our experienced staff is always available to assist you with filing procedures. We wish you continued success in your business ventures.


What is a Corporation?

A corporation is a legal entity established by individual(s) under the laws of a state to conduct particular types of business or transactions. The corporation exists separately from its shareholders, directors and employees. A corporation is a 'person' in the eyes of the law. A corporation functions in the same manner as a person and has the same rights and responsibilities as a person. The corporation may make contracts, assume liabilities, sue and be sued. The corporation and its shareholders and directors have specific duties and obligations to each other.

What are the different types of corporations? 

A business corporation is formed for the purpose of transacting business in the broadest sense of the word, and these transactions are conducted to return a profit.

A nonprofit corporation is formed for the purpose of advancing a particular objective of an organization which is not established to make a profit. Generally, this includes charitable, benevolent and educational organizations. These entities are also called not-for-profit corporations.

Business and nonprofit corporations are either domestic or foreign corporations. A domestic corporation has been incorporated under the laws of the State of Maine. A foreign corporation has been incorporated under the laws of another state or country and, by registering with the state, may be authorized to do business within Maine.

What are the advantages and disadvantages of incorporating? 

The answer to this question varies depending on your business and what you want to gain from incorporating. Some issues to consider when deciding include personal protection from liability, tax liabilities, and business continuity.

Who can form corporations? 

Business and nonprofit corporations may be formed by one or more individuals or by another entity.

How is a corporation formed? 

When individuals decide that they wish to form a corporation, they must file articles of incorporation with the Office of the Secretary of State. The articles of incorporation establish the individuals' intent to form the corporation and indicate who is forming the corporation.

Once incorporated, any changes or amendments must be filed with the Secretary of State's office. To assist your corporation with other filing requirements, please refer to Filing Requirement Reminders.

What is an annual report? 

All corporations must file an annual report with the Office of the Secretary of State by June 1st of each year in order to retain their good standing to do business in Maine. The annual report provides information on the corporation's current officers, directors, and their addresses. All corporations can file their annual report online using an easy step-by-step filing process. Payment can be made with Visa, MasterCard or subscriber account. To file online, please visit the Secretary of State's website at www.sosonline.org.

What is a clerk/registered agent? 

A clerk/registered agent of the corporation is the individual who serves as the corporation's contact to receive service of process in legal matters. A corporation must always have a clerk or registered agent on record and any change in the clerk or registered agent of a corporation must be filed with the Office of the Secretary of State within 30 days of the change.

What is an assumed name? 

An assumed name is a name that a business uses to identify itself that is different from its true corporate name. (For example: Very Good Corporation, Inc. may also have an assumed name of VGC, Inc.) Any business entity on file with the Secretary of State must file for authorization to use an assumed name unless that name is always used in conjunction with its corporate name. If the name of a corporation is changed in any way from its original filing, this change must be filed with the Secretary of State.

What does it mean when a corporation dissolves? 

If a corporation decides that it no longer wants to remain in business, it must file dissolution papers with the Office of the Secretary of State. When a corporation dissolves it can no longer do business and must wind up its affairs and distribute its assets appropriately.

Other Common Business Organizations

Sole Proprietorship - 
A business owned and controlled exclusively by one person. This person is responsible for the business, including all liability and any profit or loss.

Partnership - 
An association of two or more persons to carry on, as co-owners, a business for profit. These individuals are responsible for the business, including all liability and any profit or loss. (This may also be referred to as a general partnership.)

Limited Partnership - 
A type of partnership made up of one or more general partners who manage the business and who are personally liable for partnership debts; and one or more limited partners who contribute capital and share in profits but who do not run the business and are not liable for the partnership obligations beyond contribution.

Limited Liability Partnership (LLP) - 
A general partnership that has elected to have limited personal liability for its general partners by registering this election with the Secretary of State.

Limited Liability Company (LLC) - 
A cross between a corporation (with an ability to limit personal liability) and a partnership (with an ability to assess profits and losses to individuals), this type of organization provides a flexible structure to achieve these ends.

 

Title 13-C: Maine Business Corporation Act

Title 13, c.22-A, Maine Professional Service Corporation Act

Title 5, c.6-A, Model Registered Agents Act

Interactive Corporate Services | Foreign Business Corporations | Use of the words "Bank", "Trust", and "Credit Union" | Filing Requirements Reminders | "Opting Out: A Workers' Compensation Insurance Summary for Executive Officers of Corporations" | Rules For Business Corporations | Rules For The Use Of Expedited Services | Determining the Value of Stock Certificates

Forms and Fees

Important Notice: Form changes occur periodically to implement new requirements. Forms may be eliminated or revised, or new forms may be created. Before submitting forms to our office for filing, please be sure that you have the most recent version of forms.

    This is a complete list of forms and filing fees for filing Business Corporations with the Division of Corporations.

    All forms are provided in Acrobat (.PDF) format. If you wish to complete the forms on-screen, you need to download a version of the Adobe Reader by visiting the Adobe Website.  To use one of these fillable forms, simply complete on-screen, print and mail to our office together with the proper filing fee.

    If you wish to save the completed form, you must have the full Adobe Acrobat package.

     

If you wish to pay for filing fees or other services offered by this Bureau with your credit card, you will be able to complete and return this "fillable" voucher with your request.

Credit Card Payment Voucher


Business Corporations (Title 13-C)

Form #

Form Name

 

Fee

Application for Reservation of Name
 
$20.00
Transfer of Reserved Name
 
$20.00
Application for Registration of Name
 
$20.00 per month $200.00–Renewal
Consent Terminating Name Registration
 
$35.00

Statement of Appointment or Change of Commercial Clerk
Commercial Clerk and Commercial Registered Agent (CRA) Search
 

 

$35.00

MBCA-3-NCRA Statement of Appointment or Change of Noncommercial Clerk
Commercial Clerk and Commercial Registered Agent (CRA) Search
  $35.00
Statement of Resignation of Noncommercial Clerk
 
 
$35.00
Statement of Intention to do Business under an Assumed or Fictitious Name
 
$125.00–Assumed $40.00–Fictitious
Termination of Statement of Intention to do Business under an Assumed or Fictitious Name
 
$20.00
 
$145.00
Articles of Incorporation to be attached to Articles/Certificate of Merger or Share Exchange (MBCA-10), Articles of Domestication (MBCA-19), Articles of Entity Conversion (MBCA-21-A), Articles of Domestication and Conversion (MNPCA-19) and Articles of Conversion of Partnership (CONV-PART) 
Commercial Clerk and Commercial Registered Agent (CRA) Search
 
See specific filing for the applicable filing fee
Restated Articles of Incorporation
 
$80.00
Articles of Amendment
 
$50.00
Articles of Amendment by Court Order
 
$50.00
Articles/Certificate of Merger or Share Exchange - Survivor is a Corporation
 

$100.00

Statement of Abandonment of Merger or Share Exchange
 
$35.00
Articles of Dissolution
 
$75.00
Articles of Revocation of Dissolution
 
$75.00
Articles of Dissolution (by Incorporators or Initial Directors)
 
$75.00
Application for Authority to do Business
Commercial Clerk and Commercial Registered Agent (CRA) Search 
 
 
$250.00
  Foreign Corporation Qualification Information    
Amended Application for Authority to do Business
 
$70.00
Application of Withdrawal
 
$90.00
Application for Transfer of Authority
 
$70.00
Statement of Appointment or Change of Commercial Registered Agent
Commercial Clerk and Commercial Registered Agent (CRA) Search
 
$35.00
MBCA-12D-NCRA Statement of Appointment or Change of Noncommercial Registered Agent
Commercial Clerk and Commercial Registered Agent (CRA) Search  
  $35.00
Resignation of Noncommercial Registered Agent
 
$35.00
Annual Report - Domestic
 
$85.00
Annual Report - Foreign   $150.00
Amended Annual Report - Domestic
 
$85.00
Amended Annual Report - Foreign   $150.00

MBCA-14

Certificate of Excuse
 
$40.00
Certificate of Resumption
 
$100.00
Application for the Use of an Indistinguishable Name
 
$20.00
Articles of Correction
 
$50.00
Articles of Domestication
 
$145.00
Articles of Charter Surrender – Domestication
 
$90.00
Statement of Abandonment of Domestication
 
$35.00
Articles of Nonprofit Conversion
 
$145.00
Articles of Charter Surrender – Nonprofit Conversion
 
$90.00
Statement of Abandonment of Nonprofit Conversion
 
$35.00
Articles of Entity Conversion by Domestic Business Corporation
 
$145.00
Articles of Entity Conversion by Domestic or Foreign Unincorporated Entity
 
$145.00
Articles of Charter Surrender – Entity Conversion
 
$90.00
Statement of Abandonment of Entity Conversion by Domestic Business Corporation
 
$35.00

RO-E911

Notification of change in address by municipality or U.S. Postal Service

  No Fee

HO-E911

Notification of change in home office address by municipality or U.S. Postal Service

  No Fee

Revival

Application for Certificate of Revival (Domestic Entities Only)

  See form for applicable filing fee.

SOP-APPT
 

Statement of Appointment of Agent for Service of Process for a Nonfiling Domestic Entity or a Nonqualified Foreign Entity

  $100.00

 

..............................................

Title 31, Ch. 21: Maine Limited Liability Company Act - Act effective 7/1/2011

Title 13, c.22-A, Maine Professional Service Corporation Act

Title 5, c.6-A Model Registered Agents Act

Interactive Corporate Services | Foreign Limited Liability Companies | Use of the words "Bank" and "Trust" | Filing Requirements Reminders | Rules For Limited Liability Companies | Rules For The Use Of Expedited Services

Forms and Fees

Important Notice: Form changes occur periodically to implement new requirements. Forms may be eliminated or revised, or new forms may be created. Before submitting forms to our office for filing, please be sure that you have the most recent version of forms.

    This is a list of forms and filing fees for filing Limited Liability Companies with the Division of Corporations.

    All forms are provided in Acrobat (.PDF) format. If you wish to complete the forms on-screen, you need to download a version of the Adobe Reader by visiting the Adobe Website.  To use one of these fillable forms, simply complete on-screen, print and mail to our office together with the proper filing fee.

    If you wish to save the completed form, you must have the full Adobe Acrobat package.

     

If you wish to pay for filing fees or other services offered by this Bureau with your credit card, you will be able to complete and return this "fillable" voucher with your request.

Credit Card Payment Voucher


Limited Liability Companies (Title 31, chapter 21)

Application for Reservation of Name
 

$20.00

Transfer of Reserved Name
 

$20.00

Application for Registration of Name
 
$20.00 per month $200.00–Renewal

Statement of Appointment or Change of Commercial Registered Agent 
Commercial Clerk and Commercial Registered Agent (CRA) Search

 

$35.00

MLLC-3-NCRA Statement of Appointment or Change of Noncommercial Registered Agent 
Commercial Clerk and Commercial Registered Agent (CRA) Search 
 
  $35.00
Statement of Resignation of Noncommercial Registered Agent
 
 
$35.00
Statement of Intention to Transact Business under 
an Assumed or Fictitious Name
 
$125.00–Assumed $40.00–Fictitious
Termination of Statement of Intention to Transact Business 
under an Assumed or Fictitious Name
 
$20.00
 
$175.00
Restated Certificate of Formation
 
$80.00
MLLC-9 (D)
Certificate of Amendment
 
$50.00
Statement of Merger
 
$150.00
Certificate of Cancellation
 
$75.00
 
$250.00
Statement of Change of Foreign Qualification
 
 
$90.00 or $35.00
Statement of Cancellation of Foreign Qualification
 
$90.00
Annual Report - Domestic
 
$85.00
Annual Report - Foreign
 
$150.00
Amended Annual Report - Domestic
 
$85.00
Amended Annual Report - Foreign $150.00
MLLC-14 Certificate of Excuse   $40.00
MLLC-14A Certificate of Resumption   $100.00
Application for the Use of an Indistinguishable Name
 
$20.00
Statement of Correction - Domestic & Foreign
 
$50.00
MLLC-CONV Statement of Conversion   See form for applicable filing fee.
MLLC-SOA Statement of Authority   $50.00
MLLC-ACSOA Amendment or Cancellation of Statement of Authority   $50.00
MLLC-DENIAL Statement of Denial of Authority   $50.00
MLLC-REVIVE Application for Certificate of Revival   $150.00

RO-E911

Notification of change in address by municipality or U.S. Postal Service

  No Fee

HO-E911

Notification of change in home office address by municipality or U.S. Postal Service

  No Fee

SOP-APPT
 

Statement of Appointment of Agent for Service of Process for a Nonfiling Domestic Entity or a Nonqualified Foreign Entity

 

 

..................................

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