Form an LLC in Maine

What Maine requires before an LLC exists

Maine treats the limited liability company agreement as a condition of formation rather than an optional document. Under 31 M.R.S. § 1531(1), three things must be true for a Maine LLC to come into being: a certificate of formation is executed and filed in the office of the Secretary of State, a limited liability company agreement "must be entered into or otherwise existing," and the company "must have one or more members." The company is formed when the initial certificate is filed, or at any later date or time the certificate specifies.

Section 1531(1)(A) requires the certificate to set forth the name of the company, the information required by 5 M.R.S. § 105(1), which is the registered agent appointment, and any other matters the members determine to include. The governing statute is the Maine Limited Liability Company Act at 31 M.R.S. ch. 21.

Filing the Certificate of Formation

The form is the Certificate of Formation, Form No. MLLC-6, and the fee is $175. That figure comes from 31 M.R.S. § 1680(13), the complete fee schedule for the chapter, which sets no separate mail or online price and states that a document filed under the chapter "is not effective until the applicable fee required in this section is paid."

Formation in Maine is a paper filing. The Secretary of State's instruction for its limited liability company forms is to "complete on-screen, print and mail to our office together with the proper filing fee," and the Division's Interactive Corporate Services index offers corporate search, annual report filing and document copies, with no entity formation service. Payment is by check or money order payable to Maine Secretary of State, or by credit card using the voucher the Division publishes. At least one authorized person signs under 31 M.R.S. § 1676(1)(A), and rule 29-250 ch. 290 accepts forms "only if typed or printed in ink," bearing original signatures.

The address depends on the carrier. United States Postal Service filings go to Corporations, UCC and Commissions, 101 State House Station, Augusta, ME 04333-0101. FedEx and UPS deliveries go to that division at 6 E. Chestnut Street, 5th Floor, Augusta, ME 04330.

Processing and expedited service

Maine publishes a processing figure on two Secretary of State pages. The limited liability company forms page states, "Corporate filings processing time is 40 - 55 business days." The Forming a Business page states that corporate filing processing time "is currently 25 - 30 business days."

Two expedited tiers exist. Rule 29-250 ch. 200 § 4 sets $50 for 24 hour service and $100 for immediate service on documents pertaining to the Corporate Sections, and MLLC-6 offers the same pair as next business day filing at $50 per entity and same business day filing at $100 per entity. The expedite fee is paid separately, "in cash or by a separate check, debit or credit card for each request submitted," and the envelope is marked "Expedited Service" in the lower right hand corner.

The state attaches two cautions. Rule 29-250 ch. 200 states twice that "availability of this service is dependent on staffing levels and may only be determined at the time the request is made," and the Forming a Business page warns that "due to the high volume of expedited filing requests, there may be a delay in processing."

The low profit election on the form

Item THIRD of MLLC-6 carries a low-profit election. Under 31 M.R.S. § 1611(2), a low-profit limited liability company sets out four purpose statements in its certificate of formation and repeats each of them in its limited liability company agreement, and § 1611(4) bars that agreement from restricting or eliminating the duties § 1559 imposes.

Naming a Maine LLC

31 M.R.S. § 1508(1) accepts six endings: "limited liability company," "limited company," "L.L.C.," "LLC," "L.C." or "LC." A low-profit company uses "L3C" or "l3c."

Under § 1508(2), the name must be distinguishable on the Secretary of State's records from corporations, limited liability companies, limited liability partnerships and limited partnerships authorized here, from assumed, fictitious, reserved and registered name filings for all entities, and from marks registered under Title 10, ch. 301-A. Names are checked through Corporate Search on Interactive Corporate Services. Reservation is a paper filing: Form MLLC-1 costs $20 and holds the name for the applicant's exclusive use for 120 days, and § 1509(1) states that the reservation "may not be renewed," though the same name may be reserved again once it expires.

To do business under another name, a Maine LLC files a Statement of Intention to do Business under an Assumed Name, Form ASUM-5, at $125 under 31 M.R.S. § 1680(2), with a separate statement for each name it proposes to use.

Registered agent

31 M.R.S. § 1661 requires a Maine LLC to "have and continuously maintain a registered agent in this State" as defined by 5 M.R.S. § 102(27), which means a commercial registered agent or a noncommercial registered agent. Maine's vocabulary is specific here: 5 M.R.S. § 102(2) defines "clerk" as the person described in Title 13-C, ch. 5-A, the business corporation statute, while an LLC appoints a registered agent.

Under 5 M.R.S. § 105(1), the certificate gives a commercial agent's name and its CRA Public Number, or a noncommercial agent's name and address; the MLLC-6 field asks for a physical location, not a P.O. Box, with street, city, state and zip code. No consent form is filed, because § 105(2) makes the appointment itself "an affirmation by the represented entity that the agent has consented to serve as such."

Changes run on Form CLKRA-3, the Statement of Appointment or Change of Commercial or Noncommercial Registered Agent, at $35, and under 5 M.R.S. § 108(4) a statement of change "takes effect on filing." More sits on the Maine registered agent page.

The limited liability company agreement

Maine's term is "limited liability company agreement," and 31 M.R.S. § 1521 governs its "scope, function and limitations." Section 1521(3)(A) allows duties to be expanded, restricted or eliminated only by provisions in a written agreement, "except that the implied contractual covenant of good faith and fair dealing may not be eliminated." Section 1531(1)(B) lets the agreement be entered into before, after or at the time the certificate is filed, and made effective as of formation or at another date it provides. It is not filed with the state: § 1531(1)(A) does not list it among the certificate contents, and § 1680 sets no fee for it. General background sits in the operating agreement guide.

The annual report

Under 31 M.R.S. § 1665(1), each LLC and each foreign LLC authorized to conduct business in Maine delivers an annual report to the office of the Secretary of State each year. The office states that the report "is required to be filed every year in order to maintain a good standing status" and that "the legal filing deadline is June 1st." Section 1665(3) runs the window from January 1 to June 1, starting in the year following the calendar year in which the LLC was formed. The fee under § 1680(6) is $85 for a limited liability company and $150 for a foreign limited liability company.

This filing is made online, through Annual Report Filing Online, which accepts Visa, MasterCard, Discover and American Express, and the Secretary of State also lets a filer who prefers paper create a preprinted report instead. Reminders are email only: "Our office does not mail a reminder to file annual reports. As a courtesy, our office does email reminders to the email address on file for the entity." The state asks entities to keep that address current and warns that the message often goes into a spam folder.

Missing the deadline

The $50 late filing penalty under § 1680(10) is charged in addition to the report fee. The Secretary of State states that "failure to pay the late filing penalty will result in the administrative dissolution or revocation of your legal entity."

Dissolution is not immediate. Under 31 M.R.S. § 1592(2), the company is administratively dissolved if the ground is not corrected within 60 days after the notice is issued and perfected, which § 1592(8) treats as 5 days after mailing. A dissolved company continues its existence but "may not transact any business in this State except as necessary to wind up the affairs of the limited liability company," and its name stays protected for 3 years. Reinstatement is available for 6 years under § 1593 at $150 per ground, capped at $600 for delinquent annual reports. The Maine dissolution page covers voluntary filings.

Pausing the report instead of dissolving

Section 1665(5) excuses an LLC from filing annual reports on satisfactory proof that it has ceased to transact business and is not indebted to the state, for as long as it in fact transacts no business, and protects its name for 5 years. That filing is the Certificate of Excuse, Form MLLC-14, at $40. A Certificate of Resumption, Form MLLC-14A, at $100, restarts the obligation under § 1665(6).

Maine taxes that reach an LLC

An LLC with Maine source income and any member who is not a Maine resident files Form 941P-ME, which Maine Revenue Services Rule 104 requires to be filed electronically. Withholding runs at 7.15% of each nonresident member's estimated Maine source distributive income for individual, estate and trust owners, plus 2% of the income above the surcharge thresholds, and 8.93% for a C corporation owner. The entity may instead file one composite return for eligible nonresident individual members who agree to participate.

The general sales tax rate is 5.5% effective 01/01/2026; the Service Provider Tax appears in the same Maine Revenue Services table as repealed effective 01/01/2026. A retailer certificate is applied for on the Maine Tax Portal at revenue.maine.gov, with no fee, a separate certificate for each place of business in the state, and no expiration date. The Maine LLC tax page goes further.

Licenses and state registration

General licenses to operate a business are handled at the town or city level in Maine, and the state's business portal sends a founder to the town office for them. At state level, a business forming as a corporation, limited partnership or limited liability company "will need to register your entity with the Bureau of Corporations at the Office of the Secretary of State," while a sole proprietorship or general partnership registers no entity. Maine also runs Business Answers through the Department of Economic and Community Development, whose online Business Licensing Assistant returns the licenses and permits a given business needs.

EIN

An employer identification number comes from the IRS, not from Maine. The EIN guide covers the application.

Changing or ending a Maine LLC

Ending a Maine LLC is the Certificate of Cancellation, Form MLLC-11C, at $75 under 31 M.R.S. § 1533(2); the form warns that on filing, the company "shall be removed from the active records of the Secretary of State on the effective date." An out-of-state company registers on Form MLLC-12, the Statement of Foreign Qualification to Conduct Activities, at $250 under § 1622, accompanied by a certificate of existence from the home jurisdiction issued no more than 90 days before the statement is delivered. See the Maine foreign LLC page.

Frequently asked questions

How much does it cost to form an LLC in Maine?

The Certificate of Formation costs $175. That amount is set by 31 M.R.S. 1680(13), which is the complete fee schedule for the chapter and sets no separate mail or online price. The same section states that a document filed under the chapter is not effective until the applicable fee is paid.

Can a Maine Certificate of Formation be filed online?

No. The Secretary of State's instruction for its limited liability company forms is to complete the form on screen, print it, and mail it to the office with the proper filing fee. The Division's Interactive Corporate Services index lists corporate search, annual report filing, document copies, authentication and fraud monitoring, and no entity formation service.

Does Maine require an LLC operating agreement?

Maine calls it a limited liability company agreement, and 31 M.R.S. 1531(1)(B) makes one of the three conditions for forming the company: it must be entered into or otherwise existing. It may be made before, after or at the time the certificate is filed, and it is not filed with the Secretary of State.

When is the Maine LLC annual report due?

June 1. The filing window opens January 1, and the first report is due between January 1 and June 1 of the year following the calendar year in which the LLC was formed. The fee is $85 for a domestic limited liability company and $150 for a foreign one.

What happens if a Maine LLC misses the annual report deadline?

A $50 late filing penalty is assessed in addition to the report fee. The Secretary of State states that failure to pay the late filing penalty results in administrative dissolution or revocation. Under 31 M.R.S. 1592(2), dissolution follows if the ground is not corrected within 60 days after notice is issued and perfected.

Does Maine offer expedited filing?

Yes. Secretary of State rule 29-250 ch. 200 sets $50 for 24 hour service and $100 for immediate service, and Form MLLC-6 offers both at those amounts per entity. The rule states that availability of the service depends on staffing levels and may only be determined at the time the request is made.