How to Dissolve an LLC in Maine

Maine Dissolution vs. Cancellation

Maine separates the event that causes the LLC to dissolve from the final state filing that cancels its certificate of formation. Under 31 MRSA §1596, the dissolved LLC continues to exist only for winding up until its Certificate of Cancellation is filed under §1533.

Before You File: Approve the Dissolution

Check the LLC agreement first. Maine law recognizes an event or circumstance stated in the LLC agreement as a dissolution event. For the standard member-driven route, 31 MRSA §1595 uses the consent of all members. Other statutory or judicial events can also cause dissolution.

Complete the Winding-Up Process

After dissolution, the LLC may not continue ordinary business except as appropriate to wind up and liquidate its activities and affairs. Maine law expressly includes collecting assets, disposing of property that will not be distributed in kind, discharging or making provision for liabilities, distributing remaining property and taking other necessary winding-up actions.

File Maine Form MLLC-11C — Certificate of Cancellation

The Maine Secretary of State currently lists MLLC-11C, Certificate of Cancellation, as the domestic LLC cancellation filing with a $75 filing fee. The current form itself confirms the $75 amount.

The certificate asks for the LLC's exact legal name, the date its original Certificate of Formation was filed, a statement that the company is dissolved and the dissolution date if known, and the effective date of cancellation.

The document must be signed by a person authorized by the LLC. If a dissolved LLC has no members, the form provides a special signing rule for the person winding up the company's activities or another person appointed under the Maine LLC Act.

Choose the Cancellation Effective Date

MLLC-11C allows the cancellation to become effective on the date the certificate is filed or on a future effective date. Maine §1533 also allows a future effective date or time that is a date or time certain. Once effective, the LLC is removed from the Secretary of State's active records.

Optional Maine Expedited Filing

The current MLLC-11C cover letter offers optional special handling: $50 additional for 24-hour (next-business-day) service or $100 additional for immediate (same-business-day) service. These charges are in addition to the $75 filing fee.

Maine's LLC forms page currently warns that standard corporate filing processing can be lengthy, so an owner with a time-sensitive closeout should verify the current processing estimate before deciding whether to purchase expedited service.

Close Maine Tax Accounts Separately

The Secretary of State's Certificate of Cancellation does not automatically close Maine Revenue Services accounts. For sales/use tax accounts, Maine Revenue says a business that is out of business must file a final return. Online filers can report that the business has closed while filing the final return or use the Maine Tax Portal's Report Business Closure function.

For paper-filed sales tax returns, Maine instructs the filer to check the out-of-business box and enter the effective closing date. Employer withholding and other Maine tax accounts have their own final-return and account-change procedures, so close only the accounts that actually apply.

What Happens After Maine Files the Cancellation

When the Certificate of Cancellation becomes effective, the LLC's Certificate of Formation is canceled and the company is removed from the Secretary of State's active records. Keep the filed certificate and all final tax, accounting and closeout records with the company's permanent records.

Close the Remaining Business Accounts

• Maine Revenue Services: file applicable final returns and use Maine Tax Portal closure procedures for the accounts the LLC held.
• Employer/unemployment accounts: close separately if the LLC had Maine employees.
• Licenses and permits: cancel state, local and professional registrations separately where required.
• EIN: use LLC School's Cancel or Close an EIN guide for the federal account process.
• Foreign registrations: withdraw separately in other states where the Maine LLC qualified to do business.

Common Maine LLC Cancellation Mistakes

• Filing MLLC-11C before winding up and liquidation are complete.
• Using a generic majority-vote rule instead of Maine's all-member statutory consent route when that route applies.
• Confusing the $75 base filing fee with the optional expedited-service charges.
• Using an unauthorized signer or ignoring the special signing rule for a dissolved LLC with no members.
• Assuming the Secretary of State cancellation automatically closes Maine tax accounts.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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