Tuesday, December 17, 2013

How To Form a Maine LLC

Here are the steps you need to take to form an LLC in Maine.

1. Choose a Name for Your LLC

Under Maine law, an LLC name must one of the following: "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 l3c.”

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Maine Secretary of State. Names may be checked for availability by searching the Maine Secretary of State’s business name database. You may reserve a name for up to 120 days by filing an Application for Reservation of Name with the secretary of state. The reservation must be filed by mail. The filing fee is $20.

2. File a Certificate of Formation

A Maine LLC is created by filing a Certificate of Formation with the Maine Secretary of State. The articles must include the LLC's name and address and the name and address of the LLC’s registered agent. The articles must be filed by mail. The filing fee is $175.

3. Appoint a Registered Agent

Every Maine LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be (1) an individual who resides in Maine, or (2) a business entity authorized to do business in Maine. The registered agent must have a physical street address in Maine. Carey Law is happy to be your registered agent.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Maine, but is highly advisable, especially if there is more than one member. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Publication Requirements


6. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.

7. File Annual Reports

All LLCs doing business in Maine must file an Annual Report with the Maine Secretary of State every year by June 1. You can obtain a preprinted annual report form from the secretary of state’s website. The report may be filed online, or by mail. The filing fee is $85 for domestic LLCs, $150 for foreign LLCs.

8. Foreign LLCs Doing Business in Maine

To do business in Maine, all LLCs organized outside of the state must register with the Maine Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Maine. To register, file a Statement of Foreign Qualification to Conduct Activities with the secretary of state. The application is filed by mail. The filing fee is $250. 

The completed application must be accompanied by a Certificate of Existence or Good Standing from the foreign LLC’s home state, dated nor more than 90 days prior to the filing of the certificate.
Before filing, make sure the LLC’s name is available in Maine by checking the Maine business name database. If the name is not available, the foreign LLC must adopt a fictitious business name for use in Maine and submit with the application a Statement of Intention to Transact Business Under an Assumed or Fictitious Name (available here). An additional $40 fee must be paid when filing the statement.

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