Form a Maine Corporation

Form your Maine (ME) corporation online now. Maine incorporation has never been easier. Incorporate in Maine with the Maine incorporation experts. We will assist you with forming your Maine corporation, the right way. To get started, simply click on “Order Now.” Please feel free to call us, anytime, with any questions.

Incorporating in Maine

Incorporating in Maine can be vital to businesses based of Maine. At LawInc, we prepare your Maine corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Maine corporation Tax ID number and file your Maine S corporation election with the IRS.

Maine Incorporation Information

The following Maine incorporation information will likely be helpful when deciding to incorporate in Maine.

Maine Corporation Name

The first step in forming a Maine corporation is selecting the business name. Maine corporation names:

• Need not contain any specific word or abbreviation.
• Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation.
• Must be distinguishable from the name of other entities incorporated, organized or authorized to transact business in Maine, and any assumed, fictitious, reserved or registered name.

An available Maine corporation name may be reserved for a 120 day period.

LawInc.com permits you to choose up to three names and will conduct a name search for your Maine corporation, prior to filing.

Maine Corporation Formation

Maine Filing Procedure: To incorporate in Maine, you must file Maine Articles of Incorporation with the Maine Secretary of State.

The Maine Articles of incorporation should include:

• Name of the Maine corporation.
• Number of shares the Maine corporation is authorized to issue.
• Name and address of the registered agent / clerk.
• The number and classes of shares.
• Whether the corporation will be managed by a board of directors or shareholders.
• The number of directors.
• Name and address of each Maine incorporator.
• Signature of each Maine incorporator.

Maine Corporation Authorized Shares: There is no provision for minimum authorized shares. There is no minimum amount of paid in capital required to commence business.

Maine Incorporator: Minimum number of incorporators is one (1) and there is no requirement that the incorporator be a resident of Maine.

Maine Corporate Directors: The minimum number of directors is 1. A Maine corporation director must be a natural person at least 18 years old. Directors need not be listed in the articles.

Maine Corporation Purpose: A Maine corporation may engage in business for any lawful business unless a more limited purpose is set forth in the Articles of Incorporation. It is not required that the purpose or purposes of the Maine corporation be set forth in the Articles of Incorporation.

Maine Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

Maine Registered Agent / Maine Registered Office and Initial Clerk: A Maine corporation must maintain a registered office (the registered office, which may, but need not be, the corporation’s place of business) and clerk, who is a natural person resident in the State of Maine to receive service of process in Maine.

Maine Corporation Limitation of Directors’ Liability: The articles of incorporation may contain a provision stating that “to the fullest extent permitted by 13-C MRSA §202.2.D, a director shall have no liability to the Corporation or its shareholders for money damages for an action taken or a failure to take an action as a director.”

Maine Professional Corporation: Maine Professional corporations are corporations organized for the purpose of providing professional services. Typically, professional corporations must be organized for the sole purpose of rendering professional services of the licensed practitioners. Examples of professional service corporations are accountants, attorneys, chiropractors, dentists, registered nurses and veterinarians. The Maine professional corporation name must contain one of the following: “chartered,” “professional corporation,” “professional association” or “service corporation” or the abbreviation “P.C.,” “P.A.” or “S.C.”.

Maine Corporation Post-Filing Requirements

Maine Corporation Annual Report: Maine corporations are required to file an annual report with the Secretary of State on June 1 of every year. For more information, visit https://www10.informe.org/aro/index_on.html.

Maine Corporate Minutes: Maine corporations should hold and document annual shareholder and director meetings.

Maine Corporation Taxes

Maine Corporation Taxes: For information on the Maine state income tax rate, visit: http://www.state.me.us/revenue

Maine C Corporation: All Maine corporations formed by default are “C” corporations. A Maine C corporation is a Maine corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Maine C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Maine C corporations offer many planning and benefit opportunities.

Maine S Corporation: A Maine S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Maine S corporations are not subject to the double taxation C corporations encounter. The State of Maine recognizes S corporation status. Maine does not require a state election.

These are the 3 main advantages of forming a Maine S corporation:

1. No double taxation: One of the main advantages of Maine S corporation status is that it avoids the double taxation that occurs with a regular Maine C corporation. In a Maine C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
2. Loss deductions: The availability of losses. Shareholders of a Maine S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Maine C corporation, however, may offset only the corporation’s earnings.
3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Maine corporations should obtain an EIN.

Maine Corporation Dissolution

Maine Corporation State Dissolution Requirements: A Maine corporation can be voluntarily dissolved by filing Articles of Dissolution with the Maine Secretary of State. When a Maine corporation dissolves it can no longer do business and is required to wind up its affairs and distribute its assets appropriately.

Maine Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.