Maine Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Maine is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, managed by the shareholders or a Board of Directors, number of Directors, Incorporator name and address, shares, par value and registered agent (Clerk) name and address.

Maine law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Maine is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Maine corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due annually on April 1st starting the year after formation. The State does not send notice and failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Secretary of State Corporate Examining Section. If a corporation desires to conduct activities under a name other than its true legal name, a certificate Pursuant to 13-C MRSA §404, must be filed with the Maine Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to 13-C MRSA §1401 and filing the form with the Maine Secretary of State Corporate Examining Section.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Maine an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Maine Department of Administrative and Financial Services.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact Maine Department of Administrative and Financial Services at http://www.state.me.us/revenue.

The formation document required to file an LLC in Maine is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, name and signature of Authorized Person and registered agent name and address.

Maine law allows for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Maine is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Maine LLC's will be required to file an annual report every year with the Department of State. The statement will request updated information on the address for service of process. The report is due April 1st annually starting the year after formation. The State does not send notice and failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) with the Secretary of State Corporate Examining Section. If a corporation desires to conduct activities under a name other than its true legal name, a certificate Pursuant to 31 MRSA §1510, must be filed with the Maine Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

The procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Cancellation pursuant to 31 MRSA §1533.2 and filing the form with the Maine Secretary of State Corporate Examining Section.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Maine Department of Administrative and Financial Services at http://www.state.me.us/revenue.

The formation document required to file a Not-For-Profit corporation in Maine is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, number of directors, number of members, Incorporators name, signature and address and registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Maine is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Maine Not-for-profit corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due annually on April 1st starting the year after formation. The State does not send notice and failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register an Assumed Name (DBA) with the Maine Secretary of State Corporate Examining Section. If a corporation desires to conduct activities under a name other than its true legal name, a certificate Pursuant to 13-B MRSA §308-A, must be filed with the Maine Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The procedure for voluntarily dissolving a domestic Nonprofit corporation begins with filing a Statement of Intent to Dissolve pursuant to 13-B MRSA §1104 or 13-B MRSA §1101, with the Maine Secretary of State Corporate Examining Section. The company must then file an Articles of Dissolution, pursuant to 13-B MRSA §1104, with the Maine Secretary of State Corporate Examining Section.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Maine Department of Administrative and Financial Services a http://www.state.me.us/revenue.