Applying for Authority to Do Business in Maine as a Foreign Corporation

Maine treats a corporation as foreign whenever its home law is anything other than Maine's. Other states, territories and countries all fall in that group. Under 13-C MRSA 1501, a foreign corporation cannot go on to transact business in Maine before its application for authority is on file. Once it is, section 1505 gives the corporation the rights and privileges of a Maine corporation of like character, but no greater ones, and binds it to the same duties, restrictions and penalties. The state disclaims any power to regulate how the corporation is organized or run at home.

The filing does not create a new company. It is the corporation's permission slip for Maine, kept by the Division of Corporations, UCC and Commissions.

Maine's Business Corporation Act never defines transacting business. Subsection 1501(2) supplies, instead, a roster of excluded activities, worded ("include but are not limited to") so that it stays open. Merely doing any of the following in Maine is not transacting business:

• Bringing, defending or settling a proceeding
• Directors' and shareholders' meetings, and other internal corporate matters
• Holding bank accounts
• Operating a transfer office or naming trustees for the corporation's own securities
• Selling through independent contractors
• Taking orders that only become contracts upon acceptance outside the state
• Creating or acquiring debts, mortgages and security interests in property
• Collecting debts and enforcing mortgages and other security
• Owning, without more, real or personal property other than agricultural real estate
• A lone transaction finished within a 30-day window and unrelated to a run of repeat deals
• Engaging in interstate commerce
• Serving as a trustee in the ways Title 18-C says need no local qualification
• Owning and controlling a subsidiary that is incorporated or doing business in Maine

Two details are easy to miss. Property ownership is excused only "without more," so a rental operation, a store or a crew working on the land is something more. And agricultural real estate is carved out of the exclusion entirely. If your facts fall somewhere between the list and a real presence, a Maine attorney can tell you which side you are on.

The state's fee for the application is $250. It appears on the form, on the Secretary of State's forms page, and in the filing-fee section of the Act (13-C MRSA 123). Payment goes by check, by money order or by credit card voucher, all addressed to the Maine Secretary of State. The Secretary of State takes the paper application at the Augusta address printed on the form. We found no online filing option for it.

Special handling is a choice, not a requirement. Next-business-day filing adds $50 and same-day filing adds $100 per entity.

Questions on the form

• The corporate name, or a fictitious name when the real one is unavailable (that route needs Form FICT-4 and a $40 fee)
• The jurisdiction of incorporation and the date it was incorporated
• The street and mailing address of the principal office, wherever it sits
• The registered agent, identified either by its commercial public number or, for a noncommercial agent, by name and Maine street address
• The names and usual business addresses of the directors and officers
• A professional corporation box, with the licensed professions that go with it

An officer signs the original, and a footnote on the form says it must be originally signed under 13-C MRSA 121.

Under section 1503 the application is accompanied by an existence certificate, or something equivalent, vouched for by the official who keeps corporate records in the corporation's home jurisdiction. The date matters: the certificate must be made 90 days or fewer before the application is delivered for filing. The state's own explanation is that the document should recite that the corporation has legal existence or is in good standing.

Maine does not issue this paper for you. Your home state's filing office does, and it controls the price and turnaround. Since the 90 days run from the date the certificate was made, request yours shortly before you mail the package.

Maine is relaxed about corporate names. Section 401 does not demand an ending such as Inc. or Corp. It does demand a name that stands apart in the state's records from the corporations, nonprofits, LLCs, LPs and LLPs already authorized here, and from assumed, fictitious, reserved and registered names. If your name is unavailable, section 1506 allows a fictitious name used in Maine only.

Choosing the agent

Maine follows the Model Registered Agents Act. A corporation names either a commercial registered agent, meaning someone listed with the Secretary of State under 5 MRSA 106, or a noncommercial agent, which can be an individual, or an entity from Maine or elsewhere, that acts as the agent for service here. The listed address must be a real Maine street or rural route address and never a PO box. Appointing the agent in the filing is the corporation's statement that the agent has agreed to act.

A later switch of agents takes Form CLKRA-3 and a $35 fee. A corporation left without an agent, or one that never reports a change, gives the Secretary of State grounds to begin revocation.

The annual report is the main recurring task. Its legal deadline is June 1, and the first one falls between January 1 and June 1 of the year following the calendar year the corporation was authorized. It gives the registered agent information, a short description of the business actually done in Maine, the principal office, principal officers and directors. A foreign business corporation pays $150 and may file online. Filing late brings a $50 penalty, and if the report and fees stay unpaid the Secretary of State revokes the authority.

Amendments and withdrawal

A new corporate name, a new principal office or a new home jurisdiction means an amended application, at $70, or $35 if only the principal office address changed. To leave Maine, file Form MBCA-12B, the application of withdrawal, for $90. The form has the corporation certify that Maine business has stopped and name the Secretary of State to accept papers on any claim that arose during the authorized years. Taxes belong to other offices, so ask an accountant which Maine registrations fit your operations.

Section 1502 lays them out. A foreign corporation that transacts business without authority may not use Maine courts as a plaintiff until the application is filed and the fee is paid. Its successor and any assignee of a claim face the same bar, and a judge may pause a case while deciding whether authority was needed.

There is also a $500 civil penalty, counted per year and including any partial year of unauthorized business, which the Attorney General collects. The failure does not undermine the corporation's contracts or keep it from defending a case.

Mainstay's foreign qualification service handles the Maine application for a corporation formed in another state. It prepares Form MBCA-12, files it with the state office, and supplies a Maine registered agent, free the first year and $149 annually afterward. The corporation provides its details and its home-state certificate, which Mainstay does not order. Annual reports and taxes stay with the corporation.

The Maine foreign qualification page lists the checkout lines and the total as they stand today. Needing only an agent? See the Maine registered agent page. Mainstay offers filing help and an agent, nothing more, and it is not a law firm.