Key Takeaways
- $145 Articles of Incorporation filing fee (Form MBCA-6) paid to the Maine Secretary of State, Division of Corporations, UCC and Commissions
- Minimum 1 director required (13-C M.R.S. § 803)
- Annual Report (Online (maine.gov/sos/cec/corp)) due within by June 1 of the year after incorporation, $85 fee; $50 late fee, then administrative dissolution if it stays delinquent late penalty
- Graduated corporate income tax from 3.5% (first $350,000) to 8.93% (over $3.5 million) on Form 1120ME; no franchise tax and no minimum tax on ordinary corporations
- Registered Agent with a physical Maine street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; Maine adds no S-Corp-level franchise tax
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in Maine means mailing Articles of Incorporation (Form MBCA-6) to the Secretary of State in Augusta, paying the $145 filing fee, naming at least 1 director, and then keeping up with an $85 annual report due June 1 every year. Maine is one of the few states without a full online incorporation portal, so standard turnaround runs 15 to 20 business days unless you pay to expedite. This guide walks through every step and cost for a Maine C-Corporation, with filing available through LLC Attorney starting at $49.
C-Corp vs LLC in Maine
Most first-time business owners in Maine form an LLC, which is faster to set up and lighter to run. A Maine corporation earns its keep in narrower cases, such as when you intend to raise outside equity, grant stock options, or eventually sell to a buyer who expects clean corporate stock rather than LLC membership units.
Choose a Maine corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, Maine is usually the better choice. A Delaware corporation operating in Maine still has to register as a foreign corporation there, pay Maine fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in Maine?
Maine runs an unusually paper-based formation process: there is no full online incorporation portal, so the Articles of Incorporation (Form MBCA-6) are typically downloaded, completed, and mailed to Augusta, where standard processing runs 15 to 20 business days. Two features shape the calendar more than anything else. The annual report falls on a fixed June 1 date for every corporation rather than an incorporation anniversary, and Maine layers no franchise tax on top of its graduated corporate income tax, so a corporation with no Maine income carries almost no recurring state cost beyond the $85 report.
Key Maine-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Minimum of 1 director (13-C M.R.S. § 803); directors need not be Maine residents or shareholders
- Graduated corporate income tax from 3.5% (first $350,000) to 8.93% (over $3.5 million) on Form 1120ME; no franchise tax and no minimum tax on ordinary corporations
- Annual report due June 1 for every corporation — a fixed statewide date, not your incorporation anniversary, so it is easy to calendar but easy to forget in year one
- Paper formation — Maine has no online incorporation portal, so Form MBCA-6 is mailed to Augusta and standard processing runs 15 to 20 business days unless you pay to expedite
Selecting a Name for Your Maine Corporation
Your corporation's name must comply with Maine naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Maine-approved designator (13-C M.R.S. § 401)
- Must be distinguishable from all existing Maine entities in the Maine corporate name search
- Maine accepts Corporation, Incorporated, Company, Limited, or their abbreviations as the corporate designator, and the name must be distinguishable from every active entity on file with the Secretary of State
- Names implying government affiliation or banking activity are restricted
Search the Maine corporate name search at icrs.informe.org/nei-sos-icrs/ICRS before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the Maine Secretary of State, Division of Corporations, UCC and Commissions, $20 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a Maine Corporation
A Maine corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Maine's director requirements: Maine requires at least 1 director under 13-C M.R.S. § 803, and the articles or bylaws fix the exact number or set a variable range. Directors do not have to be Maine residents or shareholders, and there is no minimum-age standard beyond the capacity to contract. The Articles of Incorporation do not have to name the initial directors when the incorporator appoints them in the organizational consent.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Maine requires whatever officers its bylaws or board designate, and one individual may hold several offices simultaneously. One person may serve as the sole director and hold every officer role at once, which is the normal setup for a single-owner Maine corporation.
Designating a Registered Agent
Every Maine corporation must designate a Registered Agent — a person or entity with a physical Maine street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
Maine law requires every corporation to keep a registered agent with a physical Maine street address on file; a P.O. box does not qualify. An individual agent must be a Maine resident, and a commercial agent must be authorized to do business in Maine under the Model Registered Agents Act. The agent accepts service of process and Secretary of State mail during business hours and is the corporation's official in-state contact.
If the Maine Secretary of State, Division of Corporations, UCC and Commissions cannot deliver legal notices to your Registered Agent, Maine can administratively administratively dissolve your corporation. LLC Attorney's Maine Registered Agent service is $125/year.
Maine Corporation Costs and Compliance
How to Form a Corporation in Maine
If You Do It Yourself
Step 1 — Choose a corporate name that complies with Maine's requirements.
Your corporate name must be distinguishable from all existing Maine entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in 13-C M.R.S. § 401). Search the Maine corporate name search at icrs.informe.org/nei-sos-icrs/ICRS before preparing any documents. Maine's corporate name database confirms that a name is available for state filing but says nothing about trademark rights; run a separate USPTO search before you build a brand on the name.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the Maine Secretary of State, Division of Corporations, UCC and Commissions, $20 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
Maine requires 1 director at formation. Decide on board size before you file. A single owner can be the only director, while a corporation expecting outside investment or a working board usually sets a range (for example, one to five seats) so it can add directors without amending the articles. Maine lets you fix or vary the count in either the articles or the bylaws, so put the easier-to-amend number in the bylaws. Write down your director names and Maine addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every Maine corporation must have a Registered Agent with a physical Maine street address. P.O. boxes are not accepted. If you do not live in Maine or want your home address off the public record, use a commercial registered agent. LLC Attorney can serve as your Maine Registered Agent and route every state notice and legal document to your online portal the day it arrives.
Step 5 — Complete the Articles of Incorporation (Form MBCA-6).
Go to maine.gov/sos/cec/corp and use the current version of the Articles of Incorporation. Always file directly through the Maine Secretary of State, Division of Corporations, UCC and Commissions — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical Maine street address
- Your authorized share structure — state a fixed number of authorized shares on the MBCA-6 form because Maine does not tax authorized shares, so there is no penalty for authorizing a comfortable cushion such as 1,000,000 shares for a closely held company
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The number of shares the corporation is authorized to issue and, if more than one class, the designations and relative rights of each class
Step 6 — File the Articles of Incorporation and pay the $145 fee.
File online at maine.gov/sos/cec/corp or by mail to the Maine Secretary of State, Division of Corporations, UCC and Commissions in Augusta. Online processing is about 15 to 20 business days for standard mailed service under normal volume.
- 24-hour service: $50 additional (total: $195)
- Immediate (same business day) service: $100 additional (total: $245)
- Maine charges one expedite fee per entity even when several documents for the same charter number are submitted together, so bundle your formation paperwork to avoid stacking fees.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Maine Secretary of State, Division of Corporations, UCC and Commissions approves your filing. Standard processing is about 15 to 20 business days for standard mailed service; 4 to 6 weeks during the spring filing and June annual-report crunch during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Maine does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Maine bylaws are adopted by the incorporator or initial board under 13-C M.R.S. § 206 and need not be filed with the state, but they govern director elections, officer duties, and meeting mechanics, so draft them deliberately rather than relying on a fill-in form. A generic template may omit Maine-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Maine assesses no share-based franchise tax, so the authorized-share count on your Articles is purely a governance and cap-table decision rather than a cost driver. Pick a number that leaves room to issue founder stock and a future option pool without an early amendment, since each post-filing change runs $50.
Step 10 — File your initial Annual Report (Online (maine.gov/sos/cec/corp)) within by June 1 of the year after incorporation.
After your Articles of Incorporation is approved, you have by June 1 of the year after incorporation to file Online (maine.gov/sos/cec/corp) with the Maine Secretary of State, Division of Corporations, UCC and Commissions. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $85. Missing the deadline triggers a $50 late fee, then administrative dissolution if it stays delinquent penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for Maine state taxes.
Your federal EIN does not automatically register you with Maine state agencies. Depending on your business type:
- Maine sales and use tax (Maine Revenue Services (5.5% statewide rate, no local sales tax), if you sell taxable goods or services) — maine.gov/revenue
- Maine employer payroll taxes (Maine Department of Labor, if hiring Maine employees) — maine.gov/labor
- Maine sales and use tax (Maine Revenue Services) — register before selling taxable goods or services; the 5.5% rate is statewide with no county or city add-ons
Step 14 — Pay your Maine annual tax.
Maine does not levy a corporate franchise tax, so there is no annual flat charge tied to shares or capital. A C-Corp's only state income obligation is the corporate income tax on Form 1120ME, calculated on Maine-apportioned taxable income at graduated rates from 3.5% to 8.93%. The return is due the 15th day of the fourth month after the fiscal year closes (April 15 for calendar-year filers), and Maine recognizes the federal extension automatically for filing while still requiring payment by the original due date. File and pay through the Maine Tax Portal at Maine Revenue Services.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Maine corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Maine filing. Maine follows the federal S-Corp election: once the IRS accepts Form 2553, the corporation's income generally passes through to shareholders and is taxed on their Maine personal returns at graduated rates up to 7.15% rather than at the entity level. If the S-Corp has nonresident shareholders with Maine-source income, it files a pass-through entity withholding return (Form 941P-ME) with Maine Revenue Services, and the corporation itself owes Maine corporate income tax only on the narrow categories of income that remain taxable at the federal corporate level, such as certain built-in gains. There is no separate Maine S-Corp franchise charge.
Step 16 — Set annual compliance reminders.
Maine corporations must file and pay on a recurring basis:
- Annual Report (Online (maine.gov/sos/cec/corp)): Annually by June 1, $85 fee — $50 late fee, then administrative dissolution if it stays delinquent if missed
- Corporate income tax: Form 1120ME, graduated 3.5% to 8.93%, due the 15th day of the fourth month after the corporation's fiscal year ends; Maine grants an automatic extension to file when the federal extension is in place, but tax owed is still due on the original date
Missing these filings puts your corporation in bad standing with the Maine Secretary of State, Division of Corporations, UCC and Commissions and Maine Revenue Services. Suspension means you cannot file documents, defend lawsuits, or do business in Maine. If you would rather not manage this process, the service handles Maine corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the Maine Secretary of State, Division of Corporations, UCC and Commissions, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Online (maine.gov/sos/cec/corp) deadline or annual tax payment.
S-Corp Election for Maine Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Maine corporation remains a Maine corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
Maine treatment of S-Corps: Maine follows the federal S-Corp election: once the IRS accepts Form 2553, the corporation's income generally passes through to shareholders and is taxed on their Maine personal returns at graduated rates up to 7.15% rather than at the entity level. If the S-Corp has nonresident shareholders with Maine-source income, it files a pass-through entity withholding return (Form 941P-ME) with Maine Revenue Services, and the corporation itself owes Maine corporate income tax only on the narrow categories of income that remain taxable at the federal corporate level, such as certain built-in gains. There is no separate Maine S-Corp franchise charge.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your Maine Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- Maine-specific wrinkles: Maine may have corporate law provisions a generic national template does not cover correctly.
What You Actually Get When You Incorporate in Maine with LLC Attorney
A Maine corporation that exists only as a stamped MBCA-6 on file in Augusta is not a working corporation. The state filing creates the legal shell, but it does not produce the bylaws, organizational consents, or stock ledger that make the corporation operate and keep the liability shield intact. A "$0 filing" that skips those pieces is not free, it is incomplete, and an incomplete Maine corporation is exactly what stalls a bank account opening or a future sale.
Included with LLC Attorney corporation formation, starting at $145:
- Same-day or 24-hour Maine filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- Maine Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
Because Maine files on paper and runs on a fixed June 1 calendar, the real value is getting the Articles, bylaws, share structure, and registered-agent designation right the first time and never missing the annual report, which is exactly what is bundled here.
Starting Your Maine Corporation with LLC Attorney
Maine's corporate formation requirements are simple on paper but slow in practice — the mail-only Articles of Incorporation process, the fixed June 1 annual report, and share-structure decisions on the MBCA-6 form. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles Maine corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Maine share-structure planning and multi-state income apportionment for the 1120ME, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Standard Maine corporate filings are mailed to Augusta and process in roughly 15 to 20 business days, stretching to 4 to 6 weeks during the spring and June annual-report rush. Maine offers two expedite tiers per entity: 24-hour service for an extra $50 and immediate same-business-day service for an extra $100. Because Maine has no full online incorporation portal, paying to expedite is the only reliable way to hit a time-critical formation date.
A C-Corp and an S-Corp are the same Maine corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Maine formation documents. Maine honors the federal S election, so a Maine S-Corp's profits are taxed once on shareholders' Maine returns rather than at the corporate level.
Yes. Maine allows one individual to be the sole director and to hold all officer positions of the corporation at the same time, since 13-C M.R.S. § 803 sets the floor at a single director and Maine does not mandate a specific slate of officers. You still need to keep up corporate formalities: adopt bylaws, sign an organizational consent, issue yourself shares, and keep corporate funds separate from personal funds so the liability shield holds.
A Maine C-Corp pays the state corporate income tax on Form 1120ME at graduated rates: 3.5% on the first $350,000 of Maine taxable income, scaling up to 8.93% on income over $3.5 million. Maine imposes no franchise tax and no minimum corporate tax on ordinary business corporations, so a company with no Maine taxable income owes no state income tax. At the federal level a C-Corp pays the flat 21% corporate income tax unless it elects S-Corp treatment. The only fixed annual entity cost is the $85 report due June 1.
Every Maine corporation files an Annual Report with the Secretary of State by June 1 each year, beginning the year after incorporation. The fee is $85 for domestic for-profit corporations, filed online at maine.gov/sos/cec/corp. The report confirms the corporation's officers, directors, registered agent, and principal address. Missing June 1 triggers a $50 late fee, and prolonged delinquency leads to administrative dissolution, which strips the corporation of its good standing until it is reinstated.
Maine does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
Maine has no franchise tax, so there is no franchise-tax penalty. The deadline that carries teeth is the June 1 annual report: miss it and Maine adds a $50 late fee, and continued non-filing leads to administrative dissolution. A dissolved corporation loses its good standing and its ability to maintain lawsuits in Maine until it files all overdue reports, pays the fees, and completes reinstatement with the Secretary of State. Corporate income tax filed late on Form 1120ME accrues interest and penalties through Maine Revenue Services separately.
Yes. A Maine corporation can convert to an LLC under the entity-conversion provisions of Title 13-C by filing the required conversion documents with the Secretary of State. Converting from a C-Corp to an LLC is a taxable event federally and can trigger gain recognition, so model the tax effect with a CPA before filing; for some companies a clean dissolution and re-formation is simpler depending on assets and basis. Confirm all Maine annual reports and tax accounts are current before you convert.
If Maine is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Maine address to receive any legal documents on your behalf.