Form a Corporation in Maine.

Articles of Incorporation

State law requires that the new Maine corporation file articles of incorporation with the Secretary of State, delivered by at least one incorporator and accompanied by a filing fee of $145. The articles must include the following information:

• The name and mailing address of each incorporator
• The number of shares the corporation is authorized to issue
• If there is more than one class of shares, the number of shares per class and a description of the rights in each class
• The street address and mailing address, if different, of the corporation’s initial registered office and the name of its initial clerk at that office
• The clerk’s signed acceptance

Maine law no longer uses the concept of par value for shares, so you only need to specify the number of shares you wish to authorize for later issuance to shareholders. The filing fee is not based on the number of authorized shares, so you can authorize as many as you wish.

Maine also permits optional provisions to be included in the certificate of incorporation for corporations wishing to specify additional criteria, including:

• The names and addresses of the initial directors
• The corporate purpose(s)
• A par value for authorized shares or classes of shares
• Personal liability of shareholders for corporate debts in certain situations
• Limitation of liability or indemnification of directors to the corporation or its shareholders for monetary damages in certain situations

Registered Agent and Office

Every Maine corporation must have a clerk, who must be a natural person who is a Maine resident. (In other states, this position is usually called the “registered agent.”) The clerk is the person designated to receive official state administrative and legal correspondence, including notice if the corporation is served with a lawsuit. The clerk may be-but is not required to be-one of the directors or officers of the corporation, or the clerk may be a person holding no other position with the corporation. The clerk must be appointed by the corporation’s board of directors unless the articles of incorporation reserve appointment of the clerk to the shareholders.

In addition, the clerk must keep on file a list of all shareholders of the corporation and maintain records of all shareholders’ meetings, including all records of all votes and minutes of the meetings.

Maine requires that every corporation maintain a registered office, which may be the same as its place of business.

Bylaws

A corporation is required to keep its bylaws available at its main office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the articles of incorporation or state law. They should also keep the bylaws updated as time goes on.

Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include, as a minimum:

• The authority of directors, how many there are, and how long they serve
• Officers’ duties and responsibilities and how long they serve
• How major decisions are reached, with or without meetings
• How, when, and where shareholders’ and directors’ meetings are held
• How the corporation’s stock is issued
• Requirements for publishing annual financial information to shareholders

Directors

Directors are not required by law to be stockholders, but the articles of incorporation or the bylaws may specify a requirement in this area as well as others.

The officers of a corporation oversee the day-to-day operations of the organization and carry out the strategic decisions made by the board of directors. They are listed by name in the bylaws or elected by the board, and their titles and duties are stated in the bylaws. They may appoint other officers in compliance with the bylaws.

Additionally, at least one officer is responsible for preparing minutes of director and shareholder meetings and for authenticating records. An officer may simultaneously hold more than one office in the corporation.

Requirement Reports

A report must be filed with the Maine Secretary of State each year, except for the first year of incorporation. This report must be filed each year between January 1 and June 1 in the calendar year following the year of incorporation, and must indicate:

• The corporation’s name and where it was incorporated
• The address of its registered office and the name of its clerk
• The address of its principal office and name of its registered agent, if a foreign corporation
• A brief statement of the nature of the business in which the corporation is engaged
• The names and business or residence addresses of the president or chief executive officer, the treasurer or chief financial officer, and all directors (or shareholders, if no directors)

Each corporation (except for closed corporations) must also file an annual financial statement, not later than five months after the close of the corporate fiscal year, which includes its year-end balance sheet, income statement, and a statement of change of shareholders’ equity, unless this information appears elsewhere in the financial statements.

Taxes

Maine’s corporate tax structure consists of four brackets with a top rate of 8.93 percent; the top bracket takes effect when the income level reaches $250,000. Among states levying corporate income taxes, Maine’s top rate ranks ninth highest nationally.

“S” corporation status is recognized by the State of Maine.