Start a Maine Corporation

Forming a Maine corporation is done through the Bureau of Corporations, Elections, and Commissions (BCEC). This entity is a branch of the Maine Department of the Secretary of State. While Maine doesn’t currently provide a fully digital platform for the creation of corporations, the Interactive Corporate Services option on the BCEC website can help with recurrent filings, such as annual reports.

This guide will take you through each detail of the incorporation process for creating a for-profit corporation in Maine. We’ll also cover the nuances of forming a Maine professional corporation (PC), a specialized company formed by licensed professionals like doctors, attorneys, or accountants.

To form a corporation, Maine requires you to take certain steps. You’ll need to file the Articles of Incorporation with the Maine Secretary of State. However, before you take this important step, you’ll need to complete a few things first.

To simplify the process of forming a corporation in Maine, we’ve put together 10 the following steps to form your business:

Step 1: Name your Maine corporation

Choosing a name for your Maine corporation is one of the earliest chances to set the tone for your company. Think of names that are punchy but professional, relate to your specific goods or services, and don’t come too close to the names of other businesses in the state.

Conduct a business name search to see if any of the names you like have been taken. Maine forbids any new corporation from giving itself a name too close to be distinguished from the name of another established business in the state.

Guidelines for Naming a Corporation in Maine

Some terms are prohibited from use in the title of your corporation without specific permissions and verifications from the Maine Secretary of State. Examples of these words include “Bank,” “Trust,” and “Credit Union.” Review Maine regulations on prohibited words before committing to your corporation’s name.

Guidelines for Naming a Professional Corporation in Maine

If you’re forming a professional corporation, you’ll have a few unique naming requirements to address. For starters, you’ll have to use one of the following designators in your name: “chartered,” “professional corporation,” “professional association,” or “service corporation” (or the abbreviations “P.C.,” “P.A.,” or “S.C.”) are all acceptable choices.

Professional corporation names also need to comply with any naming rules enacted by your industry’s regulatory board. These vary from one profession to another, so please consult with your profession’s licensing authority for full guidelines.

Reserving a Business Name with the Maine Secretary of State

Once you’ve settled on a name for your Maine corporation, it’s a good idea (though not legally required) to reserve your business name with the Secretary of State. This protects your chosen name from being claimed by another business for up to 120 days. The application and $20 filing fee for this service can be sent to:

Corporate Examining Section, Secretary of State
101 State House Station
Augusta, ME 04333-0101

Federal and State Trademarks

It’s also wise to check whether your desired name is trademarked. To check at the federal level, visit the United States Patent and Trademark Office (USPTO) website. You can also register your trademark if you choose to do so. Trademarks also exist at the state level, so check with the BCEC to see if your desired name is already trademarked or to claim a state trademark of your own.

Consider any assumed names

Lastly, if you plan to conduct business under a name other than the one you registered as in your Articles of Incorporation, you will need to register an “assumed name.” This is also commonly known as a “doing business as” (DBA) name. 

However, Maine law makes a hefty distinction between an assumed name and a “fictitious name,” and there’s a significant difference in filing price. In most states, the terms are synonymous, but Maine uses “fictitious name” to refer specifically to a name that’s being adopted by a foreign (out-of-state) corporation because its original name is unavailable in Maine.

You can file your Statement of Intention to Do Business Under an Assumed or Fictitious Name for $125 for an assumed name and $40 for a fictitious name.

Step 2: Appoint directors

The state requires your Maine corporation to appoint a board of directors in charge of looking out for your company’s best interests. However, the law allows for the board of directors to vote to do away with the board and be managed by the shareholders. You must have at least one director. For professional corporations, at least a majority of your directors need to be licensed in the company’s profession.

The law doesn’t require your corporation’s directors to be residents of Maine or shareholders in the company. Maine also lays out numerous guidelines for how directors are expected to handle their responsibilities.

Once you’ve selected your directors, you need to designate which one will function as your “incorporator” by signing the Articles of Incorporation. This incorporator might be yourself, a director from your board, or a shareholder.

Step 3: Choose a Maine registered agent

A registered agent functions as the official point of contact between your corporation and the state government. Registered agents might be single individuals or other professional entities. These individuals or entities receive important legal correspondence between your corporation and Maine.

In the case of domestic business corporations, the Maine BCEC office refers to these entities as “clerks,” either a “commercial clerk” or “noncommercial clerk.” “Registered agents,” for Maine’s purposes and paperwork, only apply to foreign business corporations and require different applications (commercial and noncommercial) for appointment. All clerks for Maine corporations must be residents of Maine or entities authorized to do business in Maine as commercial clerks.

When formally declaring your company’s intended clerk, Maine also distinguishes between a commercial and non-commercial entity. The difference here is that commercial clerks have commercial registered agent (CRA) licenses listed with the Maine Secretary of State. Noncommercial clerks and the companies that utilize them are not penalized and may choose to register as “commercial” later if they wish.

All clerks and registered agents must be of legal adult age (18) and provide a valid street address in Maine where they can be found during normal business hours. P.O. boxes are prohibited as formal addresses for Maine commercial or noncommercial clerks.

The decision about designating a clerk is a weighty one. While you may initially be tempted to perform this function yourself, this is not typically advisable. Here are a few of the advantages of hiring an outside agency to handle your company’s needs:

• Legal barrier: Nothing could be worse than receiving a subpoena or court summons in front of a client. This can happen if you choose to stand in as your own registered agent or clerk. Hiring a professional or agency to represent your company in this way means all sensitive legal matters about your Maine corporation are handled off-site.
• Freedom to focus on business: The clerk/registered agent is required to be at the registered office during all normal business hours. Having to remain at the stated address of your registered agent or clerk during business hours can take valuable time away from your business that could be better spent trying to grow it.

Step 4: File the Maine Articles of Incorporation

Now, it’s time to file your Articles of Incorporation, the document that legitimizes your business in the eyes of the Maine government. The Articles of Incorporation must be filed before your company can conduct business in Maine. Both professional corporations and standard corporations file this form.

To complete your application, you will need the following information about your company on hand:

• The corporation’s official name
• Whether the corporation status will be a benefit corporation or professional corporation (if not, leave these boxes unchecked)
• The name and street address of the corporation’s commercial or noncommercial clerk; if using a commercial clerk, include the Commercial Registered Agent (CRA) number 
• Number and type of shares. If there are two or more classes or series of shares, they’ll need to be listed and attached separately.
• Whether the corporation will have a board of directors or be managed by shareholders 
• Whether the corporation will have preemptive rights, meaning that current shareholders will be given first opportunity to buy unissued shares
• Any additional provisions you want to include in your Articles of Incorporation
• Name and address of the incorporators

Maine Articles of Incorporation must be accompanied by a $148 filing fee and mailed to:

Secretary of State
Division of Corporations, UCC, and Commissions
101 State House Station
Augusta, ME 04333-0101

Email inquiries may be submitted to CEC.Corporations@Maine.gov. Maine doesn’t have online filing at this time.

Step 5: Create corporate bylaws

While corporate bylaws are listed as “optional” on your Maine Articles of Incorporation, they are an essential aspect of a successful corporation. Bylaws are intended to explain the established rules and expectations of your company. Everything from managerial structure to operating procedures should be included in your corporate bylaws, and they should be kept with your corporate records.

Corporate bylaws are where you can get specific about any aspect of your corporation’s internal workings. And for professional corporations, the bylaws will need to adhere to all ethical and professional standards for the industry. While every company’s bylaws will look a little different, a few basic items that may be included in the bylaws are:

• Shareholder voting rules
• Procedures for keeping corporate records
• Director responsibilities
• Number and type of shareholder meetings 
• Stock structure

Step 6: Draft a shareholder agreement

Another step in the creation of your Maine corporation is the drafting of a shareholder agreement. This document represents a written contract between the shareholders of your company and the corporation itself. Unlike some of the preceding legal documents associated with the formation of your company, your shareholder agreement is private and only ever viewed by shareholders. 

You can use your company bylaws as a guideline when constructing your shareholder agreement to ensure that expectations on both sides are met. Your shareholder agreement is where you can lay out specifics about stock share processes. It also outlines the rights and responsibilities of the shareholders.

It’s important that every shareholder in your Maine corporation reads and signs the shareholder agreement to show their formal agreement with its contents.

Step 7: Issue shares of stock

The word “corporation” implies a group of people with shared responsibility. For your Maine corporation to be legitimate, it’s mandated to issue shares of stock. Becoming familiar with Maine’s laws surrounding corporate stock issuance can help you understand this process fully.

Your Maine Articles of Incorporation will ask you to identify a specific number of shares that you plan to make available. You can keep some stock in reserve at your initial issuance.

Determining how many shares to issue to given shareholders depends on the ownership structure set up in your bylaws and shareholder agreement. Let’s say you began with just three shareholders, and each owns one-third of the stock in your Maine corporation. If you declare in your Maine Articles of Incorporation that 1,000 authorized shares will be available, you would perhaps offer 100 shares to each shareholder and keep 700 shares in reserve.

You choose whether shares of stock in your Maine corporation are sold privately among shareholders and directors or on the public stock market. If you decide to take your company’s stock public, you will be required to submit quarterly reports detailing your stock information to the federal government. Form 10-Q can be found on the U.S. Securities and Exchange Commission (SEC) website.

Issuing Shares as a Professional Corporation

Professional corporations can’t issue shares to the general public. Under state law, the shareholders of a professional corporation need to be individuals who are licensed in the profession. Other business entities that are owned by individuals who are licensed in the same profession can also be shareholders. If your licensing authority allows others to be shareholders, such as employees who would be eligible for your company’s stock plans, then those individuals could be shareholders, too.

If, for some reason, a shareholder becomes a disqualified individual without licensure or authority to hold shares (as dictated by the licensing authority), they’ll need to transfer their shares to a qualified shareholder promptly.

Step 8: Apply for necessary business licenses and permits

The Maine business licenses and permits your Maine corporation may require will vary according to several factors. Maine does not mandate a general business license. Once you’ve incorporated with the BCEC, you should find out what is required of your business at the county and city levels. Locate your local municipal website as a starting point.

Depending on your industry, specialized business licenses and permits may be in order at the local, state, and federal levels. Professional licensure for many service-based fields like psychology, accounting, or teaching comes with its own requirements. This step is especially important for professional corporations, which need licenses for the shareholders, the employees who administer the company’s professional service, and most of the directors and officers.

Beyond that, all corporations must register with the State of Maine Bureau of Corporations.

You can visit the Small Business Resources webpage of the BCEC to learn more about licenses and permits that may pertain to doing business in Maine.

Step 9: File for an EIN and review tax requirements

Your Maine corporation will need to register with the IRS and receive an employer identification number (EIN), also known as a federal tax identification number. The EIN for your company operates as a federal identifier and allows you to open a business bank account, hire employees, and pay federal taxes. You will also need your employer identification number when securing any financing that may go into the creation of your Maine corporation.

An employer identification number can be obtained by completing an application on the IRS website. There is no charge associated with getting an EIN, and you should receive your unique number after applying.

You will need to review the basics of Maine corporate taxes to gain a better understanding of your company’s state tax requirements. Business taxes surrounding common corporate needs like sales and use can be addressed online through the Maine Revenue Services website.

Opening a business bank account is not only vital for keeping personal and business finances separate at tax time, but can also help protect the business owners from personal liability by further establishing the corporation as a separate entity from its owners.

Step 10: Submit your corporation’s first report

One of the steps in forming your Maine corporation that will become a mainstay of your business requirements is filing your annual report. Your annual report consists primarily of your business’s name, purpose, owners, and other pertinent details that can be added in the “attached pages” section at your discretion. 

Filing the annual report for your Maine corporation is a legal requirement that keeps your business in good standing with the state government. You can create a printable paper form from the Maine website or take part in the online filing option.

The legal filing deadline is June 1 each year, and your first report will be due at the first deadline occurring after your official formation. For example, if you incorporate it on July 15, 2024, your annual report will be due on June 1, 2025.

The filing fee for submitting an annual report in Maine is $85, which can be paid by check or money order if sent by mail or by credit card if paid online. A late fee is imposed for annual reports submitted past the established deadline.

How much does it cost to start a corporation in Maine?

The total cost of forming your Maine corporation will vary significantly based on multiple factors. Choices like whether you decide to reserve your name or use an assumed name make a difference in overall costs.  

The bare minimum you can expect to pay to get your Maine corporation off the ground is $230. That figure represents only the Maine Articles of Incorporation and annual report, the two steps every founder must take. 

Please review the complete list of fees provided by the Maine Division of Corporations. Fees may be remitted by cashier’s check, money order, or by filling out a credit card payment voucher.

Partnering with a professional like ZenBusiness can spare you the struggle of handling all of the red tape. With our business formation plans, we can help you through every part of the filing process.

What are the benefits of a corporation in Maine?

With multiple business entity structures to choose from, you may wonder if a Maine corporation is the right choice. One of the major reasons a corporate structure is chosen by many is that this model formally separates the assets of the shareholders from the liability and assets of the corporation. As an individual, you usually cannot be held liable for financial concerns regarding your corporation.

Here are a few other reasons to incorporate in Maine:

• Business Answers program: With easy drop-down menus that let you quickly search for your specific business field, this helpful option offered by the Maine government takes all of the guesswork out of determining licenses and permits.
• Small Business Advocate platform: This regulatory fairness board caters to the needs of small businesses in Maine and helps ensure their interests are represented at the state and federal levels.
• Global market access: Being a corporation means you are not limited to conducting business solely in Maine and can extend your offerings outside the U.S. market.
• Stock offerings: As corporations have a legal responsibility to issue stocks, you have a built-in ability to increase your profits in a way not available to other business structures.
• Brand recognition: Having a corporate presence causes the public to take your business more seriously and lends a level of prestige to your company’s offerings.

Naturally, nothing in life comes with only good parts. There are a few disadvantages to the corporate structure that you will need to consider before forming your Maine corporation. These include:

• Double taxation: As a Maine corporation shareholder, you will be subject to federal and state income taxes at the personal and corporate levels, amounting to two sets of taxes.
• Reporting requirements: It can be challenging keeping up with the many expected and consistent filings that will come with the corporate structure.
• Formal managerial structure: Even though you may be creating your Maine corporation without the input of others, once you name a board of directors and incorporate, other voices have a say in how your business is run.

How is a Maine corporation taxed?

Maine imposes a graduated income tax on all C corporations that derive income from within the state. The range of rates extends from 3.5% for all Maine-source income up to $350,000 to 8.93% for any income in excess of $3,500,000. Form 1120ME covers all aspects of Maine corporate income tax reporting.

S corporations, regarded as pass-through entities, are generally exempt from this tax unless they have federal taxable income at the corporate level. This income tax does not apply to insurance companies already subject to the premiums tax or financial institutions subject to the franchise tax.

Maine nonprofits may not be immediately tax-exempt and will need to check the parameters of their unique setups. Additional filings with the state and federal governments may be required for your nonprofit to achieve tax-exempt status. Likewise, any salary you receive through the nonprofit will be subject to the individual income tax in Maine.

We can help

When you sign up for our business formation services, our experts walk you through each step of the incorporation process as you get your business started (note: we don’t currently support formations for professional corporations, but we can help you start a regular one). With our help, navigating the ins and outs of growing a business doesn’t have to be a headache.