Corporation Reinstatement and Revival Requirements in Maine

At a glance

Requirements one by one

Match the remedy to the corporation's status and purpose

Maine has three different Secretary of State routes. Section 1422 is ordinary reinstatement during the first six years after administrative dissolution. Section 1426 applies after more than six years. Section 1425 is not an indefinite restoration: it temporarily revives a corporation dissolved in any manner for approved purposes and an approved period.

Administrative grounds under § 1420 include unpaid fees or penalties, a missing annual report or late penalty, no Maine clerk, an unreported clerk change or resignation, and a materially false filed document signed knowingly with intent to file it. Section 1421 gives 60 days after notice to cure. Service is perfected five days after proper mailing to the clerk.

Use ordinary reinstatement within six years

The ordinary application states the corporation's name, effective dissolution date, that each ground did not exist or has been eliminated, and that the name satisfies § 401. If the application and fee are correct, the Secretary cancels the administrative dissolution and sends a notice of reinstatement.

The corporation's name is protected for only three years after dissolution, even though ordinary reinstatement remains open for six. A filing after year three therefore requires a current name check and, if needed, a compliant replacement strategy.

Use late reinstatement after six years

The late application repeats the name, dissolution-date, cure, and name- compliance requirements. It adds a statement and supporting documents showing that the signing officer or director is duly authorized, an attestation that no lawsuits are pending, and an explanation of why reinstatement is requested. A name amendment may be filed with the application.

The Secretary may deny late reinstatement for material misstatements. Unlike the ordinary section, § 1426 does not state an outside filing date after the six-year threshold.

Use revival only for a defined temporary task

An interested party may ask the Secretary to revive a corporation dissolved in any manner for specified purposes and a specified time. The current Revival form asks for the name, original incorporation date, type of entity, clerk and clerk address at dissolution, purposes, time needed, and each requesting party's name and address.

When the approved period ends, the corporation returns to the status it had before the revival certificate. Calendar that end date; revival is not a substitute for ordinary or late reinstatement when continuing active status is the objective.

Cure reports, clerk records, and name availability

An application succeeds only after each administrative ground has been eliminated. The current domestic annual-report fee is $85. The $50 late penalty applies to a report delivered late but before administrative dissolution.

Section 123 sets $150 for reinstatement based on a missed annual report, with the report-ground total capped at $600. It sets $150 for the late-penalty and clerk-related grounds. It does not list a separate reinstatement amount for the general fee-nonpayment or false-information grounds, so confirm the assessed amount with the Division instead of assuming the $150 formula applies.

Maine corporations maintain a clerk rather than the usual registered-agent label. If the clerk record caused dissolution, correct it separately. Under 5 M.R.S. § 105, appointment affirms that the clerk consented to serve.

Use the signer each route permits

The general filing rule in § 121 allows the board chair, president, another officer, a court-appointed fiduciary, or the corporate clerk to execute and date a filing. The signer states a name and capacity. A seal, attestation, acknowledgment, or verification is optional.

Late reinstatement is narrower: § 1426 expressly calls for the signing officer or director and supporting authority documentation. The current Revival form uses the signature of any duly authorized person.

File with the Division and separate the fee components

File with the Secretary of State's Division of Corporations, UCC and Commissions. The public forms inventory says its fillable PDFs are completed on-screen, printed, and mailed with the fee. It publishes the Revival form but does not list a standardized ordinary or late reinstatement PDF, so obtain the appropriate application for the corporation's record from the Division.

The revival filing fee is $150. Its current cover letter offers optional $50 next-business-day or $100 same-day handling and gives separate USPS and FedEx/UPS addresses. Confirm whether the same special handling is offered with an entity-specific ordinary or late application before paying it.

Read the legal effect by route

Ordinary reinstatement under § 1422 and late reinstatement under § 1426 both relate back to the effective administrative-dissolution date and resume business as if dissolution had not occurred. Neither section states a separate third-party-reliance exception.

Limited revival under § 1425 has a different effect: the Secretary grants only the stated purposes and time, then returns the record to its previous status. None of these provisions promises restoration of a separate license or resolves a particular contract, lawsuit, tax, limitations, or liability dispute.

What trips people up

• Six years changes the application, not the possibility of return. After six years, use § 1426 and supply authority evidence, a no-lawsuit attestation, and reasons.
• Name protection ends after three years. The ordinary filing window lasts twice as long, so check the live name record.
• Revival is temporary. The corporation returns to its prior status when the approved period expires.
• The fee depends on the dissolution ground. Report-based reinstatement may reach $600; the statute does not assign every ground one universal amount.
• Maine uses a corporate clerk. Cure that record rather than assuming an ordinary registered-agent form applies.

Common questions

Can a Maine corporation reinstate after six years? Yes. Section 1426 provides late reinstatement and states no later outside deadline, subject to its additional proof and attestation requirements.

Does Maine require tax clearance for reinstatement? Sections 1422 and 1426 do not require a tax-clearance certificate. Other tax obligations remain separate.

Does the application need notarization? No. Section 121 makes acknowledgment and verification optional.

When is revival the right route? When an interested party needs a dissolved corporation restored only for specified tasks and a specified time, rather than returned indefinitely to active status.

Statutes and sources

• 13-C M.R.S. §§ 1420 to 1426 — grounds, notice, ordinary and late reinstatement, denial appeal, obsolete suspended-charter deadline, temporary revival, applications, and legal effect. Official Chapter 14 contents (accessed 2026-08-02).
• 13-C M.R.S. §§ 121 and 123 — execution, optional formalities, filing delivery, route-specific reinstatement, report, late, revival, and related charges. Official § 123 (accessed 2026-08-02).
• 13-C M.R.S. § 401 and 5 M.R.S. § 105 — name compliance and clerk appointment and consent. Official § 401 (accessed 2026-08-02).
• Maine Secretary of State, Business Corporation Forms and Revival form — current paper-form inventory, revival fields and signature, $150 charge, mailing addresses, and special-handling tiers. Official forms (accessed 2026-08-02).