Benefit Corporation Resources

Welcome to the Secretary of State's Benefit Corporation Resources page. As you take important first steps on the road to becoming a benefit corporation, there is a strong community available to assist you here in Maine. The Department of the Secretary of State is here to help direct you to the information and resources that will be helpful to you as you continue this journey.

For starters, a benefit corporation must have a purpose of creating a general public benefit and may also identify one or more specific public benefits. “A general public benefit" means a material positive impact on society and the environment, taken as a whole, including but not limited to, providing a benefit to underserved and underrepresented populations, promoting economic opportunities, protecting the environment, and improving the health and resiliency of communities.

A strong and supportive community of benefit corporations exists in Maine and more widely around the United States, and many involved with benefit corporations are ready and willing to assist others in exploring whether this designation is right for their organization or entrepreneurial idea. Benefitcorp.net has extensive resources for those exploring the benefit corporation designation.

Frequently Asked Questions

Question: How do I incorporate as a benefit corporation?

Answer: A benefit corporation must be incorporated in accordance with Title 13-C, Chapter 2, and its articles of incorporation must state that it is a benefit corporation. The form, Articles of Incorporation, must be completed and returned to the Department of Secretary of State, Division of Corporations, UCC & Commissions together with the $145.00 filing fee.
Once your legal entity has been accepted for filing by the Secretary of State, it is important that you keep filing requirements in mind to maintain the good standing status of your entity. Please visit https://www.maine.gov/sos/cec/corp/helpful.html to review the requirements to maintain the status of your entity.

Question: How can my existing corporation become a benefit corporation?

Answer: An existing corporation may become a benefit corporation by amending its articles of incorporation so that they contain, in addition to the requirements of Title 13-C, Chapter 2, a statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote. The form, Articles of Amendment, must be completed and returned to the Department of Secretary of State, Division of Corporations, UCC & Commissions together with the $50.00 filing fee.

Question: How can a benefit corporation identify one or more specific public benefits that is the purpose of the benefit corporation?

Answer: In the articles of incorporation, in addition to its general corporate purpose under Title 13-C, section 301, a benefit corporation may list one or more specific public benefits that the corporation is being created to provide.

Question: How can my existing benefit corporation add, amend, or delete the identification of a specific public benefit that is the purpose of the benefit corporation to create?

Answer: The form, Articles of Amendment, must be completed and returned to the Department of Secretary of State, Division of Corporations, UCC & Commissions together with the $50.00 filing fee. To be effective, the amendment must be adopted by at least the minimum status vote.

Question: Do benefit corporations need to file annual compliance statements?

Answer: Yes. The benefit director needs to prepare their opinion on whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with section 1821, subsection 1 and section 1823, subsection 1, respectively. That information is to be included in the annual benefit report to shareholders. If the benefit director feels the benefit corporation or its directors or officers failed to act or comply in the manner described in paragraphs A and B, the benefit director must provide in the report a description of the ways in which the benefit corporation or its directors or officers failed to act or comply. The annual compliance statement is in addition to the annual report requirement in Title 13-C, Section 1621. The corporate annual report is due to the Secretary of State by June 1st of each year.

Question: How can a benefit corporation terminate its status?

Answer: A benefit corporation may terminate its status as a benefit corporation and cease to be subject to the benefit corporation requirements by amending its articles of incorporation. The form, Articles of Amendment, must be completed and returned to the Department of Secretary of State, Division of Corporations, UCC & Commissions together with the $50.00 filing fee. To be effective, the amendment must be adopted by at least the minimum status vote.