How to Get an Maine Certificate of Existence

Before expanding your business operations to another state, entering into a contractual agreement, or securing funding for your business, you will need a Maine Certificate of Existence (COE). 

But what is a Certificate of Existence, and why do you need one? Here’s a guide to the basics of obtaining a Maine Certificate of Existence and when you could be required to do so.

What is a Maine Certificate of Existence (COE)?

A Maine COE, also referred to as a Certificate of Good Standing in most states, is a legal document that certifies that a business entity is in existence, is in compliance with state law, and is authorized to conduct business within the state. The Bureau of Corporations, Elections and Commissions issues Certificates of Good Standing in Maine. If your business fails to comply with legal requirements, you will be unable to obtain a COE. 

ZenBusiness offers a Worry Free Compliance service to help you keep track of important deadlines and assist you with maintaining your good standing. In the event you do fall out of good standing, ZenBusiness will provide a detailed plan of action to get you back in good standing.

What does a Certificate of Existence confirm?

Businesses must maintain “good standing” to continue transacting business within a state. Good standing means that a business is in compliance with state legal requirements for that entity. A Certificate of Existence certifies that an entity:

• Filed their Maine annual reports in a timely fashion
• Is in compliance with the state laws of Maine
• Is registered as a legal entity with the Maine Secretary of State

The document reads: 

“”I, the Secretary of State of Maine, certify that according to the provisions of the Constitution and Laws of the State of Maine, the Department of the Secretary of State is the legal custodian of the Great Seal of the State of Maine which is hereunto affixed and of the reports of organization, amendment and dissolution of corporations and annual reports filed by the same.

I further certify that COMPANY NAME is a duly organized business corporation under the laws of the State of Maine and that the date of incorporation is FORMATION DATE.

I further certify that said business corporation has filed annual reports due to this Department, and that no action is now pending by or on behalf of the State of Maine to forfeit the charter and that according to the records in the Department of the Secretary of State, said corporation is a legally existing business corporation in good standing under the laws of the State of Maine at the present time.”

A COE also contains the seal and signature of the Maine Secretary of State. 

Why might a business need a Maine Certificate of Existence?

A Maine Certificate of Existence is required for a multitude of scenarios, including:

• Registering to do business in another state;
• Securing funding for your business;
• Opening a bank account for your business;
• Purchasing business insurance;
• Entering into a contract with another entity;
• Contracting in another state;
• Transferring or selling of a business; and
• Renewing certain permits and licenses.

This is a non-exhaustive list of reasons for a Certificate of Existence request, but these are the most common reasons you might need one.

What Maine entities can obtain a COE?

Only entities registered with the Maine Secretary of State can obtain a Certificate of Existence. Maine requires corporations and limited liability companies (LLCs) to register with the Office of the Secretary of State to be a validly formed business.  Thus, corporations and LLCs obtain Certificates of Good Standing to confirm the validity of their business for any purpose that is necessary. 

Limited partnerships and limited liability partnerships also require registration to operate within Maine and are able to request Certificates of Good Standing as well.

Entities that don’t require registration with the Secretary of State, such as general partnerships and sole proprietorships, can’t request a COE. 

How to Get a Maine Certificate of Existence

Before requesting a Certificate of Existence, check that your business is legally compliant. Verify whether your taxes have been paid and you have filed an annual report. With ZenBusiness’s Worry Free Compliance service, we will help you keep track of deadlines and file your annual report for you.

After you know your business is in good standing, go to Maine’s Secretary of State website and locate your business through the Interactive Corporate Services portal. Complete the form provided and submit payment. Depending on the method you choose, your Certificate of Existence will be available online for download or sent to you by mail. 

Verify that the COE qualifies for the purpose you intend to use it for. Validity of a COE depends on the state where it’s being submitted. The party requesting the COE can most likely provide information about the validity of the form. Entities requesting a COE from your business might require you to submit a Certificate of Existence that has been issued within a certain number of days. Finally, send the COE to the requesting party.