Address of state corporation department:
Maine Secretary of State
Bureau of Corporations
Corporate Examining Section
101 State House Station
Augusta ME 04333-0101
Telephone: 207-624-7752
State web address: http://janus.state.me.us/legis/
State law reference: Maine Revised Statutes, Title 13-C.
Title of filing: Articles of Incorporation.
Filing Fees: $145.
Other fees: None.
Name reservation: Reservable for 120 days for $20 fee. (Section 402).
Name requirements: No requirements, except that the name must not be obscene, promote abusive or unlawful activity, falsely suggest an association with a public institution, or violate any other law of the state. (Section 401).
Incorporator requirements: One or more persons or entities. (Section 201, 102(28)).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 301).
Director requirements: One or more (may be nonresidents). (Sections 802, 803). But the shareholders can agree
that there will be no board of directors and the corporation will be managed by shareholders instead. (Section
743).
Paid-in capital requirements: None.
Annual report requirement: Yes, to Secretary of State. (Section 1621). Filing fee of $85. (Section 123).
Publication requirements: None.
Other provisions: If the corporation is authorized to issue more than one class of shares, the number of shares and
the rights in each class under Section 601 must be included in the Articles. (Section 202). No preemptive rights
unless so stated in the Articles. (Section 641). The Articles must indicate whether the corporation will be managed by directors under Section 801 or by shareholders under Section 743. If the corporation is to be managed by directors, the Articles must indicate (1) the minimum and maximum number of directors under Section 803, (2) whether a director shall have no liability to the corporation or its shareholders for money damages for an action taken or a failure to take action as a director, under Section 202.2.D, and (3) whether, except as provided by contract or in corporate bylaws, the corporation
shall in all cases provide indemnification (including advances of expenses) to its directors and officers under Sections
202, 857, and 859. There are no preemptive rights unless they are granted in the Articles. (Section 641).
Also, the registered agent of a corporation is referred to as “Clerk” in Maine. Unless the Clerk signs the Articles,
the corporation must deliver to the Secretary of State the Clerk’s written consent to the appointment along with
the Articles, on the state form titled Acceptance of Appointment by Clerk or Registered Agent.
We have the form for that
