What is a Maine Corporation?
Maine Corporation or Maine INC, is a business formation registered with the Maine Secretary of State. The Maine Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in Maine.
Maine Corporation Requirements
- State Filing Fee of $145.
- A Registered Agent located in Maine. See our service here.
- Articles of Incorporation.
- Beneficial Ownership Information Report filing. Your report must be submitted after company formation starting January 1, 2024.
Maine Corporation Structure
ME Corporations are structured legally with the Maine Articles of Incorporation. Like many states, the document for a Corporation formation is short and simple.
The required information to be listed:
- Clerk (Registered Agent)
- Board of Directors
The name of the Maine Corporation will be listed in Article 1, spelled exactly as it is to be used in business.
Clerk (Registered Agent)
In Maine, a Registered Agent is called a Clerk. The Commercial Clerk will be registered with the state of Maine. The CRA public number will be used.
A single class or multiple class of shares of stock can be listed. The number of shares that are authorized will be recorded.
Board of Directors
The Corporation can have a Board of Directors or the Corporation can be controlled by the shareholders.
The name of each Incorporator and their address will be put into the Articles of Incorporation.
|Maine Incorporation Facts
|Articles of Incorporation
|$290 (includes registered agent service)
|Maine Division of Corporations
|Annual Report Deadline
|Annual Report Fee
How to File a Maine Corporation
Steps to Form a Maine Corporation:
- Name Your Maine Corporation: When naming your corporation, you must make sure the name adheres to Maine state law. You cannot register a name that is already in use by another business entity in Maine. To see if your name is already registered, you can conduct a Business Name Search.
- File Articles of Incorporation: To form a corporation, you must file Articles of Incorporation with the Maine Division of Corporations. There is a $145 filing fee. You must include with your filing a Filer Contact Cover Letter, which is attached at the back of the Articles.
- Designate a Commercial Clerk: When filing Articles of Incorporation, you are required to appoint a commercial or noncommercial clerk. A commercial clerk is responsible for accepting service of process on behalf of your corporation.
- Write Corporate Bylaws: Corporate Bylaws are the internal document which outlines the ownership of your corporation and the management structure of your business. It details the initial shareholders, as well as their initial contributions, and it appoints the Board of Directors and the corporate officers.
- Open a Business Bank Account: Your corporation will need a business account to process all monetary transactions, payments, credits and debits. Every bank branch has its own unique requirements for opening accounts, but most will need to see copies of your Articles of Incorporation, corporate Bylaws, and an initial resolution authorizing the opening of accounts.
- File an Annual Report: After you form a corporation, you will need to file an Annual Report each year. This can be done online. There is a $85 filing fee for domestic corporations. The deadlines for Annual Report filings is June 1.
- Submit Beneficial Ownership Information Report: You must a file a BOI report with the Financial Crimes Enforcement Network after formation, starting January 1, 2024. The BOI report is free to file and must be submitted online.
Am I Required to Appoint a Board of Directors?
No. According to the Maine Revised Statutes, a Corporation can elect to eliminate the Board of Directors altogether. To do so, the shareholders must agree to govern the Corporation on their own. This shareholder agreement must be set forth in the Articles of Incorporation or the Corporate Bylaws, and must be approved by all existing shareholders.
What Is the Difference Between a Commercial and NonCommercial Clerk?
Both commercial and noncommercial clerks provide the same service: they accept service of process on behalf of clients. A commercial clerk, however, has registered with the Maine Secretary of State. This is usually done when a clerk has more than a single client or is representing businesses other than their own. A noncommercial clerk has not registered with the Secretary of State.
The SOS keeps a Commercial Clerks and Commercial Registered Agents List online.
Duties of a Maine Commercial Clerk or Registered Agent
- Maintain a registered office within the state (a physical street address, not a PO box)
- Keep regular business hours throughout the year
- Accept service of process on behalf of clients
- Contact clients when documents are accepted
- Forward all documents to clients in a timely manner
A Maine commercial clerk will be the main point of contact between your corporation and the Corporations Division. Official business notices, such as Annual Report reminders, will come to your clerk’s registered office.
What Are Preemptive Rights?
In filing Articles of Incorporation, you can choose to select “The corporation elects to have preemptive rights.” This election allows shareholders to acquire unissued shares of stock in the corporation (within certain limits). You can choose to allow preemptive rights, or you may choose to not allow them.
Preemptive rights come with certain restrictions, such as: a shareholder does not have a preemptive right upon shares issued as compensation to directors or corporate officers; any shares issued within the first six months of incorporation; or shares sold otherwise for money.
Maine Corporation Annual Report
After you form a Maine Corporation, you must file an Annual Report each year by June 1. The Bureau of Corporations, Elections and Commissions encourages corporations to file by April 1 to ensure plenty of time for processing. There is a $85 filing fee.
Federal Beneficial Ownership Information Report Filing
Starting January 1, 2024, most newly-formed corporations are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) following company formation. On your report, you’ll need to disclose some basic details about your company and those with the most control over your corporation’s profits and operations. Save yourself from the additional paperwork with our $9 BOI report filing service.
Why Hire Corporate Filing Solutions to Form Your Maine Corporation?
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