State Processing Times and Fees
Nearly every state has standard processing times for filing a corporation, but not all provide expedited processing. Check the average wait times for both standard and expedited filings because they change periodically.
Maine charges a filing fee for incorporating. Visit “compare pricing” in our incorporation center to see all state fees for Maine.
Deciding Between a Maine S Corp and a C Corp Tax Designation
There are similarities between Maine S Corps and a C Corps regarding personal liability, management, structure and compliance. The differences in Maine come down to the following:
- Ownership Rules: A C Corp is taxed as a separate entity from its shareholders. Shareholders report and pay taxes on what the corporation pays them. An S Corp is taxed like a partnership with a “pass-through” structure. It's not doubly taxed because the corporate entity can pass corporate income, losses, deductions and credits to its shareholders. Corporate owners do pay taxes on their shares of the corporation’s profits and they're taxed at their individual tax rate. To qualify as an S Corp, you must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts, and estates.
- Documents: If you want to form an S Corp, file IRS Form 2553 to elect this status.
Each state has its own personnel requirements for incorporating. In Maine, you must follow these rules:
- Age requirement: There is no age requirement for directors.
- Number of directors: Your corporation must have at least one director if there is a board of directors.
- Residency: There is no requirement that directors live in Maine.
Other Requirements for Your Articles of Incorporation
Along with personnel requirements, your Maine Articles of Incorporation must include the following:
Your corporation must appoint a registered agent, called a commercial or noncommercial clerk in Maine. A clerk, or registered agent, is a person or business designated by you to receive important tax, government and legal documents on behalf of your corporation, including service of process of lawsuits. The clerk needs to be available during normal business hours. Maine requires that the name of your clerk be included in your Articles of Incorporation. Your clerk also needs to have a physical address in the state. We can help you designate your clerk when you incorporate with us.
You must also include the following in your Articles of Incorporation in Maine:
- The number of shares authorized to be issued.
- If there is more than one class or series of authorized shares, then identify them.
- Indicate whether the corporation will have a board of directors or if it will be managed by shareholders.
Other Required Paperwork
File additional paperwork with your Articles of Incorporation in Maine including an annual report with the Maine Secretary of State by June 1 of each year. Failure to provide these reports could result in your company losing its ability to operate in Maine.
Guidelines for Your Name
Your corporate name should be unique and make a statement about your business. Make sure it complies with the following Maine requirements:
- Your name should be distinguishable from that of any other registered business in Maine and end with "Company,” “Corporation,” “Corp.,” “Incorporated,” “Limited,” or an abbreviation of one of these terms.
- Your name cannot be deceptive. If you're selling lobster traps, don't name your company "Sal’s Maine Dry Goods."
- Ensure that your name is distinguishable from all other existing corporate names.
Maine Corporate Taxes & Reports
Your new corporation has to pay taxes. Before getting started, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll need an EIN to open a corporate bank account. Many business owners choose S Corps because they're generally exempt from corporate income tax, and there is no double taxation. A C Corp offers more flexibility because you can have several classes of shareholders with different voting rights. However, C Corps have some tax implications.
Keeping Corporate Records and Ongoing Filing Requirements
Maine requires that corporations create records to maintain their corporate status including the adoption of bylaws and the recording and keeping of corporate minutes. Bylaws set forth your company’s operating rules, the responsibilities of its directors, the rights and powers of shareholders, and other corporate matters. Maine doesn't require you to file your corporation's bylaws with the state, but you'll need them to demonstrate to banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. Bylaws also help establish rules so you can keep your corporate assets and debts separate from your personal ones.
Keeping minutes of your director and shareholder meetings is also mandated by the state of Maine. Your corporate minutes should be maintained at your corporate office, along with your other company records. The minutes are a historical record of your corporation’s decisions and they keep track of all votes on important business decisions. They help secure your limited liability status.
Best of luck with your new Maine corporation. We have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.