How to Dissolve an LLC in Maine: A Simple Guide

Ending your Maine limited liability company doesn’t have to be a headache. Maine keeps the process pretty straightforward, with just a handful of key steps.

To dissolve an LLC in Maine, file a Certificate of Cancellation with the Maine Secretary of State after settling your business affairs and getting approval from the LLC members.

Before you file for dissolution, check your operating agreement. It usually spells out the exact steps for closing down the company.

The agreement often asks for a member vote to approve dissolution. Once you have that, settle any debts, distribute leftover assets, and notify creditors before you officially file the paperwork.

Key Takeaways

• Dissolving a Maine LLC means filing a Certificate of Cancellation with the Secretary of State after you wrap up business affairs.
• Members need to vote on dissolution as outlined in the operating agreement.
• Settle debts, distribute assets, and handle tax obligations before closing up shop.

Save the Hassle and Get Bizee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Maine LLC Dissolution Requirements

Dissolving an LLC in Maine involves a few legal requirements and steps. The state wants to make sure the business closes properly and everyone involved is protected.

Reasons for Dissolving an LLC in Maine

There are plenty of reasons owners might decide to dissolve a Maine LLC. Some of the most common include:

• Finishing the business’s purpose
• Retiring
• Financial troubles or bankruptcy
• Member disputes
• Mergers or acquisitions

Maine law accepts these as valid reasons for dissolution. Members usually need to take a formal vote, following the process in the LLC’s Operating Agreement.

If your LLC was set up for a specific project or timeframe, and that’s finished, dissolution might kick in automatically. Still, members have to follow the formal steps to close things out.

Voluntary vs. Involuntary Dissolution

Voluntary dissolution happens when the members decide to close the business. This starts with a vote as outlined in your operating agreement.

For voluntary dissolution, file a Certificate of Cancellation (Form MLLC-11C) with the Maine Secretary of State. That officially ends the LLC’s existence.

Involuntary dissolution is different—the state forces the closure if you:

• Don’t file annual reports
• Skip paying taxes or fees
• Commit fraud
• Operate without proper licenses

The Secretary of State can dissolve LLCs that fall out of compliance. If that happens, you get a short window to fix things and try for reinstatement before it’s final.

Pre-Dissolution Compliance Obligations

Before you file dissolution papers, make sure you’ve handled all compliance obligations. Pay any outstanding state and federal taxes.

Let creditors know about the upcoming dissolution and settle all debts. This reduces the risk of future claims against the members. Distribute business assets in this order:

1. Creditor claims
2. Member contributions
3. Any leftover profits, as your agreement spells out

Keep good records at this stage. Document transactions, member votes, and all communication with creditors and state agencies.

Under Maine law, dissolution doesn’t instantly transfer property titles or wipe out the LLC’s existence. The business sticks around during the winding-up period until everything is settled.

Filing for Dissolution in Maine

To dissolve an LLC in Maine, you’ll need to gather some paperwork and follow the state’s official process. The main steps are member approval, filling out the right forms, and sending everything to the Secretary of State.

Unanimous Member Approval Process

First, Maine law says members must vote to approve dissolution. This usually follows the procedures in your operating agreement.

If your agreement doesn’t mention dissolution, Maine requires unanimous consent from all members. Document the decision with a formal resolution.

Include the meeting date, names of members present, and voting results. Hang on to this resolution in your business records.

This record protects everyone if questions come up about how the dissolution happened.

Completing Articles of Dissolution

To dissolve your LLC, fill out Form MLLC-11C, the Certificate of Cancellation. You’ll need:

1. Your LLC’s exact legal name
2. Date you filed the original formation docs
3. Reason for dissolution
4. Effective date (right away or a future date)
5. Signature from an authorized person

Type or print the form clearly. Double-check that everything matches your official LLC records.

You can download the Certificate of Cancellation from the Secretary of State’s website. Give it a careful look before sending it in.

Submitting Documents to the Maine Secretary of State

After you’ve filled out your Certificate of Cancellation, send it to the Maine Secretary of State with the filing fee. As of 2025, it’s $75 per entity.

If you’re in a rush, you can pay an extra $100 expedite fee for same-day processing. Mail your form and payment to:

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

Your LLC still exists until the Certificate of Cancellation is approved and filed. Use this time to tie up any loose ends or tax matters.

Once the state approves everything, they’ll send you confirmation that your LLC is dissolved.

Settling LLC Affairs and Legal Compliance

Before you officially dissolve your Maine LLC, make sure you’ve settled all business affairs and met legal requirements. This means notifying anyone with a financial stake, handling taxes, and distributing leftover assets according to Maine law.

Notifying Creditors and Stakeholders

Let all creditors know you’re dissolving the LLC. Send them a formal written notice with:

• The LLC’s name and mailing address
• Contact information for claims
• A deadline for submitting claims (usually 120-180 days)
• A note that claims after the deadline might be barred

Tell business partners, suppliers, customers, and employees, too. Cancel any subscriptions, services, or licenses.

Go over any contracts with ongoing obligations and check for termination clauses. You don’t want to get hit with breach of contract claims down the road.

Maine requires you to make “reasonable provision” for paying all known claims and obligations. Keep records of every notice and response during this wind-up period.

Resolving Taxes and Outstanding Debts

Tax compliance is a must. Before you finish dissolving, be sure to:

1. File final tax returns—Submit both state and federal final returns, marking them as “final.” This covers income tax, sales tax, and employment taxes.
2. Pay any outstanding tax bills—Clear up any unpaid taxes with Maine Revenue Services and the IRS.
3. Cancel tax registrations—Ask the IRS to cancel your EIN and close tax accounts with Maine.

Settle all outstanding debts before finishing dissolution. Handle debts in this order:

• Secured creditor claims
• Dissolution costs
• Employee wages and benefits
• General unsecured creditors

If you skip out on tax obligations, you could end up personally liable—even after the LLC is gone.

Distribution of Remaining Assets

Once you’ve paid all creditors and handled taxes, distribute any remaining assets to the members. Follow your LLC’s Operating Agreement or, if that’s silent, Maine’s Limited Liability Company Act.

Usually, assets go out based on ownership percentages. If you own 30%, you get 30% of what’s left.

Before distributing, document the value of assets and your plan for distribution. Have all members sign off to avoid future fights.

Maine law says the winding up process must include “liquidating assets” and distributing them the right way.

Don’t distribute assets before paying creditors—doing so can make members personally liable for unpaid debts.

Post-Dissolution Considerations in Maine

Even after you dissolve your Maine LLC, there’s still some cleanup to do. You’ll want to keep good records and cancel any permits or licenses tied to your business.

Recordkeeping and Documentation Retention

Maine law says you need to keep certain records after dissolution. Hang on to all financial and tax documents for at least seven years.

Save business transaction records, contracts, and customer correspondence, too. You never know when something might come up after the business is gone.

Keep your Certificate of Cancellation in your permanent files. That’s your proof the LLC was properly dissolved.

Employment records should be kept for at least three years—think payroll, time cards, and tax withholding info.

Digitize important documents if you can. Cloud storage is a lifesaver if something happens to your paper files.

Canceling Permits and Licenses

Contact every government agency that issued a permit or license to your LLC. Each one has its own cancellation process.

Typical permits and licenses to cancel:

• State business license
• Local business permits
• Special industry licenses
• Sales tax permits
• Employer identification number (EIN)

If you had a sales tax permit, let Maine Revenue Services know. That helps you avoid future tax headaches.

For professional licenses, notify the right licensing boards to close them out. Otherwise, you could get penalized for operating with an inactive business.

Some licenses might ask you to file formal articles of dissolution directly with them. Double-check each agency’s rules so you don’t miss anything.

Seeking Professional Help

Dissolving an LLC in Maine isn’t always straightforward. Lots of business owners find professional help makes the process smoother.

Experts know the legal requirements and can walk you through each step. That way, you’re less likely to miss something important.

Attorneys and Accountants

Lawyers can review your dissolution documents and point out any potential liabilities. Accountants handle those final tax returns and make sure you don’t overlook financial obligations.

Tax Advisors

Dissolving an LLC can have some serious tax consequences. A solid tax advisor helps you minimize what you owe and keeps you in good standing with the IRS and Maine Revenue Services.

LLC Formation Services

Companies that create LLCs usually offer dissolution help, too. LLC formation services can take care of the paperwork and filings with the Maine Secretary of State.

That saves you time and, honestly, probably cuts down on mistakes.

Bizee (Incfile)

Bizee offers dissolution services for Maine LLCs, including preparing and filing the Certificate of Cancellation. They’ll stick with you from document prep all the way through to the last submission.

When to Seek Help

It’s a good idea to get professional assistance if:

• The LLC has multiple members who can’t agree
• You need to divide up a lot of assets or debts
• Your tax situation is a headache
• You just don’t have the time to handle it all yourself

Pros can make sure you settle every obligation and actually follow the correct dissolution procedures under Maine law.