The LLC’s business name must be different from all other business entity names registered, reserved, assumed, and fictitious with the state. The LLC’s name must include at its end the terms “Limited Liability Company,” “L.L.C.,” or “LLC.” The name is not allowed to include the words “corporation” or “incorporated” or their abbreviations.
Available LLC names can be reserved with the Maine Secretary of State’s office for a $20 fee.
The filing time for Maine LLCs is 5 weeks, and the expedited filing time is 10 business days.
State Filing Fees
The filing fee for Maine LLCs is $175, and can be expedited for an additional $100.
Articles of Organization and Operating Agreement
Articles of organization must be filed with the Corporate Examining Section of the Maine Secretary of State’s office. The articles must be executed (signed) by at least two persons organizing the LLC and the registered agent, and delivered (one original and a copy) to the Maine Secretary of State’s office.
A certificate of organization will be issued and delivered along with the conformed copy to the LLC’s representative(s). The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
The articles of organization for your new Maine LLC must include the following information:
- The LLC’s name
- The LLC’s principal office address
- The street address (including county) of the LLC’s registered office
- The name and street address of the registered agent
- Whether the LLC will be member-managed or manager-managed
- A minimum and maximum number of managers permitted
- The name and business, residence, or mailing address of each initial manager, if any have been selected
- The registered agent must also sign to indicate acceptance of the appointment.
- The articles may also include other items that the members wish to include (as long as they don’t conflict with state law), even if they are also included in the operating agreement.
Another important procedure is the article of agreement. Maine doesn’t have a legal requirement for an LLC to have an operating agreement, but it’s a vital internal document that specifies how your LLC will operate on all levels.
The operating agreement should have the following:
- List the LLC’s members
- Specify how much each one has invested
- Explain how profits will be divided
State how much proportional “weight” each member has when issues are voted upon-this is known as “members in interest.” Unless the articles of organization or the operating agreement say otherwise, voting power in a member-managed LLC is vested in each member according to his or her current capital account balance with the LLC.
Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.
The operating agreement must initially be approved unanimously in writing by the members, if there is more than one member.
Membership in the LLC
Managers are elected for an indefinite term and removed and replaced by a majority (per capita) vote of the members unless otherwise provided in the articles or operating agreement. An LLC is required to have at least one member, who may be may be an individual or a legal entity. Members may become a member of or acquire an interest in the LLC when it is first started, or with the written consent of all the members.
In order to join the LLC, the prospective member usually needs to make some kind of contribution-for example, pay cash, transfer tangible or intangible property to, or perform services for the LLC-or undertake a binding obligation (such as a promissory note) to do so. Unless stated otherwise in the operating agreement, an LLC member can withdraw or resign at any time upon 30 days’ advance notice to the other members. If a member’s withdrawal is in violation of the operating agreement, the member can be held responsible for financial damages caused by their withdrawal.
All Maine LLCs are required to continuously maintain a registered in-state agent and office. This agent is the person designated to receive official state administrative and legal correspondence. A registered agent in Maine may be an individual state resident whose business or residential address is the same as the LLC’s registered office, or a business entity that is authorized to do business in the state and whose registered office also serves as the registered office of the LLC. The registered office may be (but is not required to be) the LLC’s place of business.
Ongoing Filing and Compliance
Every year, Maine LLCs must file an annual report with the Secretary of State that lists the following:
- The LLC’s name
- The name of the LLC’s registered agent
- The address of the LLC’s registered office in Maine, including the street or rural route number, town or city, and state
- A brief statement of the character of the business in which the LLC is actually engaged, if any
- The name and address of each manager or, if none, each member, including the street or rural route number, town or city, and state
Each LLC must keep the following records available for inspection at its office:
- An alphabetical list of all current and former members and managers and their mailing addresses
- A copy of the articles of organization, with any amendments and related powers of attorney
- Copies of the LLC’s federal, state and local income tax returns and financial statements, if any, for the past six years
- Copies of current and former operating agreements and amendments
- Unless stated in the operating agreement or articles of organization, the amount of cash and the agreed-upon value of other property or services contributed by each member
- The times and/or events that would trigger additional contributions by the members
- Any events that would trigger the LLC’s dissolution and the winding up of its operations
Also, it’s a good idea to keep on file and available the minutes of the meetings of any committees of the managers or members.
An LLC is dissolved when any one of the following events occurs:
- Event(s) specified in the articles of organization or operating agreement
- Written agreement or consent of all the members to dissolve
- An event that makes it unlawful for the LLC to continue
- The LLC’s duration as specified in the articles of organization or the operating agreement expires (if the LLC is not perpetual)
- A court order ordering dissolution
Certain advantages are offered with an LLC including the fact that more deductions are available. Additionally, the LLC is not required to be a separate tax entity like a corporation; instead, it can be a “pass-through entity,” so that the LLC owners (members) report business losses or profits on their personal tax returns.