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LeapLaw's 50 State Blawg  > Maine
Sponsored by:
Bay State Corporate Services, Inc.
Bay State Corporate Services, Inc.
6 Beacon Street
Suite 510
Boston, MA 02108
www.baystatecorp.com
Phone: (617) 742-8484
Toll Free:
Fax: (617) 742-8482




Search posts for:

Basics Box: Maine
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: Yes (with credit card - not compatible with Adobe 6.0 or 6.01, must be Adobe 6.02 or 5.1 or lower)
    Corporate: Yes; Online filing for annual reports
  • Expedited Services:
  • UCC: No (date-stamped the date the filing is received)
    Corporate: $50 for next day; $100 $50 next; various a week.
  • Name Reservations:
  • Yes (30 days)
  • Preclearance:
  • Yes ($100)
    Advantages of Choosing NRAI as Your Registered Agent (Maine)
    Apostilles and Authentications (Maine)
    Contact Information in Maine
    Domestic Corporate Dissolution Summary (Maine)
    Domestic Corporation Summary (Maine)
    Foreign Qualification Summary (Maine)
    LLC - Formation Summary (Maine)
    Recommended Service Company (Maine)
    UCC Filings (Maine)

    Advantages of Choosing NRAI as Your Registered Agent (Maine)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.

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  • Apostilles and Authentications (Maine)
    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the ME SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information in Maine
    Deputy Secretary of State
    101 State House Station
    Augusta, Maine 04333

    Tel: 207-624-7736

    Fax: 207-287-5874

    Physical Location:
    Burton Cross Building
    109 Sewall St., 4th Floor
    August, Maine 04333

    Email: sos.office@maine.gov

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    Domestic Corporate Dissolution Summary (Maine)
    Pursuant to the Maine Business Corporation Act (MRSA Title 13-1401), corporation incorporated in Maine may be voluntarily dissolved by delivering Articles of Dissolution to the Maine Secretary of State (ME SOS).

    Tax Clearance: No tax clearance is required.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or by unanimous written consent of all shareholders entitled to vote.

    Execution and Filing: Articles are executed by an authorized officer or clerk. Original is submitted to the ME SOS.

    Filing Fee: $75.00

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Maine)
    Pursuant to the Maine Business Corporation Act (MRSA Title 13-C), a corporation incorporating in Maine files a Articles of Incorporation with the Maine Secretary of State (ME SOS).

    Corporate Name: MRSA Section 401, sub-Section 8 has been amended as of 1/1/2006 to require that any corporation that organizes or amends articles must contain the word, or abbreviation of the word "corporation", "incorporated" or "limited" or comparable words or abbreviations of like meaning in another language.

    Maximum Stock for Minimum Filing Fee: $100,000 of par value or 3,000 no-par shares for min. filing fee.

    No. of Directors: The minimum number of directors is 3, unless there are less than 3 shareholders, then the number of directors may be equal to, but no less than the number of shareholders.

    Pursuant to MRSA Title 13-C Section 743, the corporation may also be managed by stockholders.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Clerk: In Maine, the term "clerk" is used instead of registered agent.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Maine.

    Filing: Submit one executed original and a copy of the articles of incorporation to the ME SOS.

    Filing Fee: $145.00

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Maine)
    Pursuant to the Maine Business Corporation Act (MRSA Title 13C § 1501), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Maine Secretary of State (ME SOS).

    Name of Corporation: MRSA Section 401, sub-Section 8 has been amended as of 1/1/2006 to require that any corporation must contain the word, or abbreviation of the word "corporation", "incorporated" or "limited" or comparable words or abbreviations of like meaning in another language.

    Name Conflict: If a foreign corporation's name is unavailable due to a conflict it must file an assumed name pursuant to § 603.2.B. The application must be accompanied by a Statement of Intention to do Business under an Assumed Name along with an additional filing fee of $40.00.

    Certificate of Existence: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 90 days earlier, must be attached to the Application for Certificate of Authority.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the Secretary of State. Registered agent must consent.

    Filing Fee: $250.00.

    Additional Information.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Maine)
    Pursuant to the Maine Limited Liability Company Act (MRSA Title 31 § 1501 et. seq.) (the "Act"), a limited liability company forming in Maine files Certificate of Formation with the Maine Secretary of State (ME SOS).

    LLC Name: The LLC name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C." or "LC" or, in the case of a low-profit limited liability company, "L3C" or "13c." The word "limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." unless the LLC is filing an assumed name under section 1510 or a registration of a name of a foreign LLC under section 1511. If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited Liability Company, Professional Association," "Limited Liability Company, P.A." or any of the designations without commas are used, an LLC may also use the abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section 1510.

    No. of Members: The LLC may have 1 member.

    Execution Signed by "organizer(s)". Original is submitted to the ME SOS.

    Filing Fee: $175.00

    Consent of Registered Agent: Registered agent must consent by signing the articles.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Company (Maine)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Bay State Corporate Services
    6 Beacon Street, Suite 510
    Boston, MA 02108
    Phone: 617.742.8484
    Fax: 617.742.8482

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    UCC Filings (Maine)
    Maine Secretary of State accepts UCC filings online.

    In order to successfully file, you MUST have Adobe 6.02 or 5.1 or lower. The system is NOT compatible with Adobe 6.0 or 6.01.

    Paper filings:

    Send only one copy of the filing.

    Check is made payable to Secretary of State

    Courier to:
    The Burton M, Cross State Office Building
    111 sewall street, 4th floor
    Augusta, Maine 04333- 0101

    Paper filings are date-stamped the day they are received. No expedited services are available.

    County Filing:

    Liens on fixtures, timber to be cut, or extracted minerals, use UCC forms but are filed at the appropriate County Registry of Deeds.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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