Forming a Corporation

The Basics to Incorporating in Maine

The Department of the Secretary of State through the Bureau of Corporations, Elections and Commissions, serves as the registry for all corporate filings in Maine. We develop the appropriate forms required to form a business entity, file all corporate documents as required by law and provide information to the public on a corporation's status, directors, officers and business purpose.

The information below will assist you as you begin to examine the options available to you and your business. However, it cannot replace the specific knowledge and guidance that can be provided by a lawyer and a tax advisor as you make your own personal business decisions. Therefore, we encourage you to seek this assistance, when necessary, as you move through this process.

Our experienced staff is always available to assist you with filing procedures. We wish you continued success in your business ventures.

What is a Corporation?

A corporation is a legal entity established by individual(s) under the laws of a state to conduct particular types of business or transactions. The corporation exists separately from its shareholders, directors and employees. A corporation is a 'person' in the eyes of the law. A corporation functions in the same manner as a person and has the same rights and responsibilities as a person. The corporation may make contracts, assume liabilities, sue and be sued. The corporation and its shareholders and directors have specific duties and obligations to each other.

What are the different types of corporations?

A business corporation is formed for the purpose of transacting business in the broadest sense of the word, and these transactions are conducted to return a profit.

A nonprofit corporation is formed for the purpose of advancing a particular objective of an organization which is not established to make a profit. Generally, this includes charitable, benevolent and educational organizations. These entities are also called not-for-profit corporations.

Business and nonprofit corporations are either domestic or foreign corporations. A domestic corporation has been incorporated under the laws of the State of Maine. A foreign corporation has been incorporated under the laws of another state or country and, by registering with the state, may be authorized to do business within Maine.

What are the advantages and disadvantages of incorporating?

The answer to this question varies depending on your business and what you want to gain from incorporating. Some issues to consider when deciding include personal protection from liability, tax liabilities, and business continuity.

Who can form corporations?

Business and nonprofit corporations may be formed by one or more individuals or by another entity.

How is a corporation formed?

When individuals decide that they wish to form a corporation, they must file articles of incorporation with the Office of the Secretary of State. The articles of incorporation establish the individuals' intent to form the corporation and indicate who is forming the corporation.

Once incorporated, any changes or amendments must be filed with the Secretary of State's office. To assist your corporation with other filing requirements, please refer to Filing Requirement Reminders.

What is an annual report?

All corporations must file an annual report with the Office of the Secretary of State by June 1st of each year in order to retain their good standing to do business in Maine. The annual report provides information on the corporation's current officers, directors, and their addresses. All corporations can file their annual report online using an easy step-by-step filing process. Payment can be made with Visa, MasterCard or subscriber account. To file online, please visit the Secretary of State's website at www.sosonline.org.

What is a clerk/registered agent?

A clerk/registered agent of the corporation is the individual who serves as the corporation's contact to receive service of process in legal matters. A corporation must always have a clerk or registered agent on record and any change in the clerk or registered agent of a corporation must be filed with the Office of the Secretary of State within 30 days of the change.

What is an assumed name?

An assumed name is a name that a business uses to identify itself that is different from its true corporate name. (For example: Very Good Corporation, Inc. may also have an assumed name of VGC, Inc.) Any business entity on file with the Secretary of State must file for authorization to use an assumed name unless that name is always used in conjunction with its corporate name. If the name of a corporation is changed in any way from its original filing, this change must be filed with the Secretary of State.

What does it mean when a corporation dissolves?

If a corporation decides that it no longer wants to remain in business, it must file dissolution papers with the Office of the Secretary of State. When a corporation dissolves it can no longer do business and must wind up its affairs and distribute its assets appropriately.

Other Common Business Organizations

Sole Proprietorship -
A business owned and controlled exclusively by one person. This person is responsible for the business, including all liability and any profit or loss.

Partnership -
An association of two or more persons to carry on, as co-owners, a business for profit. These individuals are responsible for the business, including all liability and any profit or loss. (This may also be referred to as a general partnership.)

Limited Partnership -
A type of partnership made up of one or more general partners who manage the business and who are personally liable for partnership debts; and one or more limited partners who contribute capital and share in profits but who do not run the business and are not liable for the partnership obligations beyond contribution.

Limited Liability Partnership (LLP) -
A general partnership that has elected to have limited personal liability for its general partners by registering this election with the Secretary of State.

Limited Liability Company (LLC) -
A cross between a corporation (with an ability to limit personal liability) and a partnership (with an ability to assess profits and losses to individuals), this type of organization provides a flexible structure to achieve these ends.