Maine Application For Authority To Do Business Foreign Business Corporation | Form MBCA-12
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The Maine Application For Authority To Do Business | Form MBCA-12 must be submitted, by all foreign entities wishing to operate as a corporation, to the Maine Secretary of State. This is a basic application which will provide the minimal information a for profit business entity must make available to the Secretary of State prior to operating as a corporation in the State of Maine. It will seek to define the Type, Name, and Location of the Corporation and individuals involved. It will also seek to define the stock, purpose, and lifespan of this filing entity. Finally it will also define the Clerk or Registered Agent. While these are just some of the minimum requirements, the nature of an entity may necessitate more information, a continuation of articles, and/or additional provisions that should be part operating in this State. Such additional documents should be clearly labeled and submitted with the application. Full payment of all fees will also need to be submitted simultaneously with the application package. The filing fee for the Maine Application For Authority To Do Business Foreign Business Corporation is $250.00. This is payable by check or money order (paid in the order to “Secretary of State”). You may also pay by credit card provided you submit a fully completed Credit Card Voucher. You may mail in the Maine Application For Authority To Do Business Foreign Business Corporation | Form MBCA-12, all accompanying documents, and full payment for all applicable fees to: Secretary of State, Division of Corporations, UCC and Commissions, 101 State House Station, Augusta, ME 04333-0101.

It should be noted that while Maine, generally, does not require specific wording present in the Name of a Maine corporation this does not apply to Professional Corporations. Professional Corporations must have present in their names one of the following words: Chartered, Professional Corporation, P.C.,  Professional Association,  P.A., Service Corporation, or S.C.

How To File

• Download Form
• Download Credit Card Voucher
• Download Statement of Intent To Use Fictitious Name

Step 1 – Download the Maine Application For Authority To Do Business Foreign Business Corporation by selecting the above link or by clicking here: Form MBCA-12. You may either download it or open it as a PDF file. You may use a PDF program to input information onto the form on-screen or you may print it and enter the information manually (by typewriter or by hand).

Step 2 – If this is a professional corporation place an X in the check box on the first line located, on the left, just below the title. If these articles will form a professional corporation then report the Full Name, including the required Words of Incorporation for such an entity.

Step 3 – In the First Article, report the True Full Name of the corporate entity wishing to do business in the State of Maine and submitting this application on the blank line.

Step 4 – The Second Article requires a report on the Registered Agent. If the Registered Agent is Commercial then place an X in the first box, of this article, then fill in the CRA Public Number on the right of the box and enter the Full Name of the Registered Agent on the blank line labeled “Name of commercial registered agent.” If the Registered Agent for this entity is a Noncommercial Registered Agent, then you must check the second box in this article and fill in the Noncommercial Registered Agent’s Full Name, Physical Location (Street Address, City, State, and Zip Code), and the Mailing Address (if it differs from the physical location).

Step 5 – The Third Article verifies the Registered Agent information has been entered with the consent of the Registered Agent (as per  5 MRSA §108.3)

Step 6 – The Fourth Article will pertain to this application if the foreign corporation is a professional corporation. Read this paragraph carefully as it will bind a professional corporation to having a certain ratio of shareholders, directors, and officers (excluding the clerk, secretary, treasurer) licensed in one or more state to provide the services the professional corporation provides.

Step 7 – If the filing entity must assume a fictitious name because its Name is al5 ready in use or not available, this must be recorded in the Fifth Article. If the filing entity will be operating under a Fictitious Name, then enter the Fictitious Name on the blank line. Next, place an X in the box indicating that Form MBCA-5 (Statement of Intention To Do Business Under An Assumed of Fictitious Name) is attached to this application. If the filing entity’s True Name is available in this state and may be used then leave this section blank.

Step 8 – In the Sixth Article, fill in the first blank space with state that holds jurisdiction over the filing entity. Then in the second blank space, enter the original Date of Incorporation of the Filing Entity.

Step 9 – In the Seventh Article you must fill in the Address of the Principal Office of this corporation. Use the first line to report the Street Address of the Principal Office. If the entity has a different Mailing Address, then use the second blank line to record this.

Step 10 – The Eighth Article requires the Full Name, Title/Capacity, and Full Address of each Incorporator. This list must be complete, even if it is to be continued on a separate document and attached.

Step 11 – In the Ninth Article will require a Certificate of Existence issued by the domicile state be submitted with this application. The certificate must be dated within 90 days of the application date. Below this paragraph, an Authorized Officer must Date this application, provide his/her Signature, and Type and Print his or her Name.

Step 12 – The next page is the File Contact Cover Letter. Under the heading “Name of Entity,” fill in the Full True Name of the Filing Entity.

Step 13 – The “List type of filing(s) enclosed” section will provide two blank lines to name the forms/documents being filed with the Maine Secretary of State.

Step 14 – The “Special handling request” section, indicate if you need any of the available special services. For instance, if you wish the Secretary of State to hold the documents to be returned rather than mail them place an X in the first box. You may also choose either the second or third box should you elect to expedite the filing process (though this will carry an additional fee). If you wish to expedite the filing process to 24 hours then select the second box. If you wish to expedite the process to being immediately filed then place an X in the third box. Electing to have the package held for pick up is a free service. 24 hour expediting will cost an additional $50.00 while immediate expediting will cost an additional $100.00. Next on the blank line following the $ symbol, provide a total of all the filing, service, and applicable fees. Payment of all fees must be received with the submittal package.

Step 15 – The Contact Information section will need information for the Contact Person (the party who the Secretary of State may correspond with regarding these articles) and the Recipient Party for all returned documents. In the first blank line, enter the Name of the Contact Person. On the second blank line, enter the Daytime Telephone Number of the Contact Person, and the Email Address of the Contact Person. Below this, enter the Full Name of the Attested Recipient, the Firm or Company the Attested Recipient works in, and the Mailing Address of the Attested Recipient.

Step 16 – Now that you have organized your documents and verified the information on the Maine Application For Authority To Do Business Foreign Business Corporation | Form MBCA-12, Filer Contact Cover Letter, and attachments (i.e. the mandatory Certificate of Existence) is accurate and accounted for. You may submit this application package by mail to:

Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101

You must include full payment of the $250.00 Filing Fee plus any other applicable fees with this application. This is payable with a check or money order made out to “Secretary of State” or by credit card. To pay by credit card, you must submit a fully completed Credit Card Voucher.