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Maine Corporation

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BY-LAWS OF CORPORATION

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this corporation shall be

SECTION 2. The Principal office of the corporation in the State of Maine shall be , ME and its initial registered office in the State of Maine shall be , Maine.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday of the month of December in each year, beginning with the year at the time designated by the Board of Directors...

SECTION 2. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all the outstanding shares...

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maine unless otherwise prescribed by statute as the place of meeting for any annual meeting or for any special meeting of shareholders.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting...

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof...

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger of the corporation shall prepare an alphabetical list...

SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum...

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote...

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy...

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders...

SECTION 12. Cumulative Voting. Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote...

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ( ).

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or the Board of Directors.

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses...

SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors...

SECTION 10. Informal Action by Board of Directors. Unless otherwise provided by law, any action required to be taken at a meeting of the Directors...

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a , each of whom shall be elected by the Board of Directors.

SECTION 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually...

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed...

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filed by the Board of Directors...

SECTION 5. President. The President shall be the principal executive officer...

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents...

SECTION 7. Secretary. The Secretary shall: (a) keep the minutes...

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors...

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract...

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation...

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money...

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited...

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors...

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books...

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors at any annual Board of Directors meeting or at any special Board of Directors meeting when the proposed amendment has been set out in the notice of such meeting. These By-Laws may also be altered, amended or repealed by a majority vote of the shareholders notwithstanding that these By-Laws may also be amended or repealed by the Board of Directors.

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Date:

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What a Maine Corporation Is and why it matters

A Maine Corporation is a business entity formed under Maine law by filing Articles of Incorporation with the Maine Secretary of State. It creates a separate legal person that can own property, enter contracts, and incur liability distinct from its owners. Formation typically defines authorized stock, incorporator information, a registered agent in Maine, and the corporation's purpose. After formation the corporation adopts bylaws, elects directors, and obtains a federal Employer Identification Number (EIN). State tax registration, employer registrations, and any required local licenses follow incorporation and vary by the corporation's activities and location.

Why choose the Maine corporation structure

Forming a Maine Corporation separates personal and business liability, supports external investment through stock issuance, and provides a familiar governance structure. It can improve credibility with lenders, vendors, and customers while enabling ongoing corporate continuity beyond individual owners.

Why choose the Maine corporation structure

Who typically forms a Maine Corporation

Corporations are often chosen by founders seeking outside investment, established small businesses planning to issue stock, and professional service firms that prefer a corporate governance model.

  • Startups planning equity financing and investor-friendly governance.
  • Family businesses seeking long-term continuity and formal ownership structure.
  • Professional practices and small firms that need clear director/officer roles.

Use the corporate form when you need share-based ownership, formal board governance, or plan to scale financing; consult counsel for tax and securities considerations.

Core components of a professional Maine Corporation filing

A complete filing and post-formation package helps avoid delays and ensures the corporation has a functioning governance and compliance foundation.

Articles of Incorporation

Formal state filing that names the corporation, registered agent, stock structure, and incorporator; it creates the legal entity.

Registered Agent

A Maine street address or commercial agent authorized to accept legal notices and service of process on behalf of the corporation.

Corporate Bylaws

Internal rules governing director meetings, officer roles, voting, and shareholder procedures; not filed with the state but required for governance.

Initial Resolutions

Board actions that appoint officers, issue initial shares, and authorize bank accounts and contracts.

EIN and Tax Registration

Federal EIN from the IRS and state tax accounts for withholding, sales, or corporate income tax as applicable.

Record Book

Minute book, stock ledger, and copies of formation documents to demonstrate corporate formalities and protect limited liability.

Required information commonly included

Corporate Name: Legal entity name
Registered Agent: Agent name and Maine address
Incorporator: Name and signature of incorporator
Stock Structure: Authorized shares and classes
Business Purpose: General or specific purpose
Effective Date: Filing effective date

Step-by-step: forming a Maine Corporation

Follow these essential steps in order to form the corporation and begin compliant operations in Maine.

  • 01
    Choose a name: Check availability and reserve if needed
  • 02
    Prepare articles: Complete required state form with incorporator details
  • 03
    File with state: Submit articles and pay filing fee
  • 04
    Post-formation tasks: Adopt bylaws, issue shares, get EIN

Updating or amending corporate information

Use formal amendment procedures to keep corporate records current and maintain legal protections.

01

Amend Articles:

File amendment with state
02

Update Agent:

Submit change of registered agent
03

Change Name:

File name change amendment
04

Adjust Shares:

Amend authorized shares
05

Board Resolution:

Record approving amendment
06

Notify Agencies:

Update IRS and state tax accounts

Typical online customization and workflow settings

When preparing digital filings or templates, configure authentication, field behavior, and document routing to match your compliance needs.

Field Configuration
Authentication Method Email link, SMS code, or identity check
Conditional Fields Show or hide based on prior answers
Auto-fill Fields Use saved templates and Magic fields
Signing Order Specify sequential or parallel signing

Where to file and how documents move

Understand routing from preparation to state acceptance and post-filing distribution.

  • State Filing: Submit Articles to Maine Secretary of State
  • State Review: State processes filing and issues certificate
  • Record Retention: Store certified articles in corporate minute book
  • Post-Registration: Register for taxes and obtain EIN

Digital signing and eSubmission considerations

Use an e-signature platform that supports legal admissibility, audit trails, and secure storage for incorporation documents.

  • Document Formats: PDF and DOCX supported
  • Integrations: Connects to CRM and cloud storage
  • Authentication: Email, SMS, or KBA options

Ensure your chosen platform offers retention, tamper-evidence, and export options so state-certified copies and internal records remain accessible and defensible.

Key filings and common deadlines

Track filing and registration deadlines to stay compliant after incorporation.

Articles Filing:

File any time; state issues certificate upon acceptance

EIN Application:

Apply immediately after formation to open bank accounts

Annual Reports:

File as required by Maine and maintain good standing

Tax Registrations:

Register for withholding and sales taxes promptly

Licenses and Permits:

Obtain local or industry permits before operations begin

Milestones from filing to first year compliance

A sequential timeline highlights the most important administrative milestones after formation.

01

File Articles

Submit formation documents to the Secretary of State

02

Obtain EIN

Apply for IRS Employer Identification Number

03

Adopt Bylaws

Board adopts bylaws and issues stock

04

First Report

File required state report and maintain licenses

Common preparation errors to avoid

  • Using an unofficial or unavailable corporate name that duplicates an existing entity leads to a rejected filing and delays.
  • Inaccurate registered agent information prevents service of process and can cause administrative dissolution if unresolved.
  • Omitting authorized stock details or using ambiguous par value language often requires amendments and additional fees.
  • Failing to adopt bylaws or maintain meeting minutes risks loss of limited liability protections during disputes.

Consequences of incorrect or incomplete filings

Filing Rejection: Delay in formation
Administrative Dissolution: Loss of good standing
Tax Penalties: Late registration can incur fines
Liability Risks: Piercing corporate veil risk
Amendment Costs: Fees and additional filings
Contract Uncertainty: Third parties may question authority

Representative experience: formation and execution examples

Real organizations illustrate practical outcomes when formation and signing workflows are handled consistently and securely.

Optica Ventures — COO

Optica used digital templates to standardize filings across entities

  • Reduced review time by centralizing documents
  • The team reported simpler internal processes and fewer errors while maintaining compliance with required filings and corporate records.

Martin Properties — Founder

Martin Properties completed remote signing for multiple property-related incorporations

  • Enabled immediate execution of resolutions
  • The founder noted consistent, auditable records and the ability to manage filings across mobile and desktop devices.

Who can sign incorporation documents

Incorporator — Individual

The incorporator is the person or entity that signs and files the Articles of Incorporation. This role may be a founder, attorney, or agent and should have authority to deliver and attest to the filing.

Officer or Director — Corporate

After formation, officers or directors sign corporate resolutions, bank forms, and contracts. Their authority should be documented in bylaws and board minutes to ensure enforceability.

Practical tips for accurate and efficient completion

Adopt consistent procedures and document controls to reduce rework, maintain compliance, and preserve limited liability protection.

Use validated templates
Start from a state-compliant template to avoid missing required fields. Customize only where necessary and track version history for audits.
Verify names and addresses
Confirm legal names, registered agent address, and incorporator details against government IDs and prior filings to prevent rejections.
Record corporate actions
Document bylaws, board resolutions, and stock issuances in a minute book immediately after formation to evidence corporate formalities.
Choose proper authentication
For signer identity use appropriate authentication strength for risk: email for low risk, SMS or ID verification for higher-risk transactions.

Sample eSignature vendor comparison for incorporation workflows

Compare common vendor attributes relevant to incorporation document execution; signNow is listed first per platform comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes (BAA) Yes (BAA) No No

Frequently asked questions about forming and signing a Maine Corporation

Answers to common questions about filings, signatures, notaries, and electronic submission for Maine corporate formation.


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