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Establishing an LLC in Maine
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August 2, 2022
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Wooden blocks spelling out LLC.

Download Instructions for establishing A business corporation or A Limited Liability Company

1. Go to the website of the Maine Secretary of State: http://maine.gov/sos

2. On the left-hand side is a menu, click on “corporations”;

3. When the corporations page opens on the left-hand-side, depending upon what you want to do, click on either “Business Corporations” or “Limited Liability Companies”;

4. When the appropriate site comes up scroll down to the document(s) needed:

  • With respect to Business Corporations at least two documents will be required:
    • Form MBCA-6 “Articles of Incorporation”; you will also want
    • Form MBCA-3-NCRA “Appointment of a non-commercial clerk”
  • With respect to Limited Liability Companies one document will suffice:
  • MLLC-6 “Articles of Organization”

5. The system does not permit saving a completed form; so, although the form can be filled out on the computer the completed form will have to be printed. It is possible to save the blank form to the computer and then print it for completion by hand or with a typewriter.

6. The reason two forms are needed for a business corporation is the Articles of Incorporation do not include a provision for the appointment of a “clerk”, while the Articles of Organization for a limited liability company does. The function of the “clerk” (or in the case of an LLC “registered agent”) is to provide the Secretary of State with the name and physical address (not a post office box) of the person who can accept service of process in the event of a lawsuit against the entity. You can serve as the “clerk” or “registered agent” for your business entity, except the President and the Clerk of a business corporation may NOT be the same person. So, if you are going to be President, someone else will have to be the Clerk. It is common for the attorney of the corporation to serve as Clerk.

7. When the form is complete send it to the Secretary of State’s Office in Augusta, together with the specified filing fee. It is recommended that a duplicate original and a stamped, self-addressed envelope be included with a request that the Secretary of State returns the duplicate stamped with the filing date of the document. This way there is an official copy showing the date the corporation or LLC came into existence.

8. Once the business entity has been established application may be made to the Internal Revenue Service for an Employer Identification Number (“EIN”) for the business. Go to the website of the IRS: www.irs.gov and look for form SS-4, along with the instructions for April 2011 Portland SCORE 207-772-1147 www.scoremaine.com the form SS-4. This form is entitled “Application for Employer Identification Number”. One of the questions on the form is the date the business entity came into existence, which is why this is done only after the filing with the Secretary of State. Form SS-4 can be completed and submitted online; the IRS will usually respond within 4 hours with the number assigned.

9. Once the business entity has been established and an EIN obtained a bank account for the entity can be opened.

10. Several cautions:

  • If the business corporation or limited liability company will have a SINGLE owner, it is generally possible for a non-attorney to prepare and submit the necessary forms. However, if there will be more than one owner the assistance of an attorney will be required.
  • In the case of a business corporation, by-laws for the corporation will be necessary and likely will require the help of an attorney to develop. The by-laws ought to include provisions for how one or another owner may withdraw from ownership in the business.
  • In the case of a limited liability company an “Operating Agreement” will be necessary. This is quite similar to a partnership agreement since it makes provisions for how key decisions are made with respect to the management of the business; it should also include provisions for how one or another “member” (i.e., owner) may withdraw from ownership in the business. In this case, the assistance of an attorney to develop the Operating Agreement will be required.
  • BEFORE taking action to establish either a business corporation or a limited liability company it is strongly recommended that the advice and counsel of a tax professional be obtained so that the most advantageous structure is selected. There are some significant differences in how tax authorities treat business corporations and limited liability companies. These differences need to be understood and considered when deciding how to structure a business.

You may also search the records of the Secretary of State to determine whether the name you want to use for your business has already been taken by someone else. To do this, follow these directions:

1. Go to the website of the Maine Secretary of State: http://maine.gov/sos

2. On the left-hand side is a menu, click on “corporations”;

3. When the corporations page opens on the right-hand side of the page you will see a menu; immediately under the heading “corporate interactive services” will be the choice “corporate name search”; click on it;

4. This will open a page where you are asked to insert the keyword from the name to be searched, for example, “Acme”, or “Smith and Sons”, etc.; you may ignore the “charter number”; click on “Click Here to Search”; April 2011 Portland SCORE 207-772-1147 www.scoremaine.com

5. This will bring up a list of all registrations in the Secretary of State’s office for companies that use any part of the keyword or words in the name you search; on the right-hand side you may click on “information summary” and the basic information about that company will appear. Many people skip this step since when you try to register your company name the Secretary of State’s office will perform the same search and, if there is a conflict, notify you.

Obtaining an Employer Identification Number (EIN) from the Internal Revenue Service

To obtain an employer identification number (EIN) for your corporation, limited liability company, sole proprietorship or partnership go to: www.irs.gov.

When the page opens click on “Forms & Publications”. When the page opens enter the code “SS4” in the search for “Forms & Instructions” by number. Links to the form “SS-4” and the instructions for the form will come up. You may want to look at the instructions first.

Click on the form SS-4 and fill it out. Question #8 asks if your entity is a limited liability company. Answer yes; it will ask the number of “members (i.e. owners) of the limited liability company. Enter number.

Question #9 will ask you to identify the kind of entity. If it is a limited liability company with only one member, check the box “other” and enter alongside “disregarded entity”. If it is a limited liability company with more than one member click on the box “partnership”.

A disregarded entity means the LLC does not have to file an annual income tax return; all of the net income is reported on Schedule C of the owner’s personal income tax return. If there are two or more owners then the LLC will file an annual partnership income tax return, the partners reporting the income on their personal income tax returns in proportion to their partnership interest.

You can apply for the EIN online by going to: www.irs.gov/businesses. Otherwise, after you have filled out the SS-4 you can print it out (you can also save it to your computer) and either mail or fax it to the Internal Revenue Services. See the instructions that go with this form for further information.

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