To dissolve an LLC in Maine, the members must approve the dissolution, wind up the company’s business and pay its creditors, file a Certificate of Cancellation (Form MLLC-11C) with the Secretary of State for a $75 fee, and close out final state and federal tax obligations. The process is governed by the Maine Uniform Limited Liability Company Act at Title 31, Chapter 21. Skipping any step can leave members personally exposed to debts and tax liabilities that would otherwise be cut off.
Get Member Approval and Document It
Start with the operating agreement. If it sets a specific vote threshold for dissolution, follow that threshold. If the agreement is silent, or you never adopted a written agreement, Maine’s default rule requires the consent of every member before you can dissolve voluntarily.1Maine State Legislature. Maine Revised Statutes Title 31, Chapter 21, Subchapter 8 – Section 1595 That default catches people off guard in multi-member LLCs where one holdout can block the shutdown.
Record the vote in written minutes or a formal resolution signed by the members who approved it. This document is the foundation for everything that follows. You may need it to prove the dissolution was properly authorized if a creditor, a tax agency, or a former member raises questions later.
Wind Up the Business and Pay Creditors First
Once dissolution is authorized, the LLC enters a winding-up period. It still exists during this phase, but only to finish outstanding business, not to start anything new. Collect receivables, complete contracts the LLC is still performing, and convert remaining assets to cash where that makes sense.
Maine law under §1601 imposes a strict order on how assets get distributed. The LLC must first pay or make reasonable provision for all debts, obligations, and liabilities. Only after creditors are satisfied does any surplus flow to members, with each member first receiving unreturned capital contributions and anything left split according to the operating agreement (or equally, if the agreement doesn’t address it).2Maine State Legislature. Maine Revised Statutes Title 31 – Section 1601
Pay creditors before members. Distributing cash or assets to members while debts remain unpaid can create personal liability for the members who received those distributions.
Send Written Notice to Known Creditors
This step is optional, but it is one of the most useful tools in the statute. Section 1599 lets a dissolved LLC cut off known claims by sending each creditor it is aware of a written notice containing:
- A description of the information the creditor must include in a claim
- A mailing address for submitting the claim
- A deadline for the LLC to receive the claim, which cannot be fewer than 120 days from the date the notice takes effect
- A statement that the claim will be barred if not received by the deadline
A creditor who gets proper notice and misses the deadline loses the right to collect. If the LLC rejects a submitted claim, the creditor then has 90 days from the rejection to sue, or that claim is barred as well.3Maine State Legislature. Maine Revised Statutes Title 31, Chapter 21 – Section 1599 Send the notices by certified mail so you have proof of delivery.
Unknown creditors are a separate problem. The statute addresses known claims directly, so the best protection is being thorough when you identify who the LLC owes money to.
File the Certificate of Cancellation
After winding up is complete, file Form MLLC-11C, the Certificate of Cancellation, with the Maine Secretary of State. The form is on the Secretary of State’s LLC forms page and asks for:
- The LLC’s exact legal name as it appears in state records
- The date the original Certificate of Formation was filed
- The effective date of cancellation (defaults to the filing date; you can specify a future date up to 90 days out)
The filing fee is $75.4Maine Secretary of State. Limited Liability Company Forms Mail or hand-deliver the form to the Bureau of Corporations, Elections and Commissions, 101 State House Station, Augusta, ME 04333-0101. Include the Filing Contact Cover Letter from the Secretary of State’s website so the office knows where to send confirmation. Pay by check or money order made out to the Secretary of State.
Processing usually takes five to ten business days. Keep the acknowledgment permanently. It is your proof that the entity is no longer active.
Close Out State and Federal Taxes
Maine Taxes
Maine does not require a tax clearance certificate before accepting the cancellation filing. You still need to settle any outstanding state tax liabilities. If the LLC filed Maine income tax returns, file a final return for the year operations ceased and pay any balance. Unpaid state taxes won’t block the cancellation itself, but the state can pursue members personally for what’s owed.
Federal Taxes and the EIN
File a final federal income tax return for the year the LLC closed and check the “final return” box. If the LLC elected corporate taxation, file IRS Form 966 to report the plan of liquidation.5Internal Revenue Service. Closing a Business
Close the LLC’s Employer Identification Number account by sending the IRS a letter with the company’s legal name, EIN, business address, and reason for closing the account.5Internal Revenue Service. Closing a Business If the LLC had employees, file final employment tax returns (Form 941 or 944) and issue W-2s for the final calendar year. Also cancel any local business licenses or municipal permits so you don’t keep getting renewal notices and fees.
Handle Final Payroll
If the LLC had employees, pay out all remaining wages, accrued vacation (if your policy provides for it), and any bonuses owed. Maine wage payment law requires final wages to be paid by the next established payday after termination.
Larger employers should check the federal WARN Act. It applies to businesses with 100 or more full-time employees and requires 60 calendar days’ advance written notice before a plant closing or mass layoff. A covered closing is one where 50 or more employees lose their jobs at a single site in any 30-day period.6U.S. Department of Labor. Employment Law Guide – Notices for Plant Closings and Mass Layoffs Most small LLCs are nowhere near this threshold, but if yours is, missed notice can mean back pay liability for each day of the violation.
Keep Your Records
Do not throw everything out the day the cancellation clears. The IRS recommends keeping business tax records for at least three years from the date the return was filed, the standard assessment period. If income was underreported by more than 25%, the IRS has six years to assess additional tax. Employment tax records should be kept for at least four years after the tax was due or paid, whichever is later.7Internal Revenue Service. Topic No. 305, Recordkeeping
Beyond tax records, hold onto the operating agreement, the dissolution resolution, creditor notices and responses, the Certificate of Cancellation confirmation, and documentation of asset distributions to members. These records protect individual members if a dispute surfaces after the LLC no longer exists. A safe practice is to retain all dissolution-related records for at least seven years.
If the LLC Was Already Administratively Dissolved
If the Secretary of State already dissolved your LLC for missed annual reports, unpaid fees, or lack of a registered agent, you are in a different procedure. Reinstatement under §1603 generally requires curing the deficiency and paying back fees and penalties. A separate revival process under §1604 applies to LLCs that were voluntarily dissolved and later want to resume operations.8Maine State Legislature. Maine Revised Statutes Title 31 – Section 1604 Either path is available, which is worth knowing if you are not fully certain the business is finished.