How to Dissolve an LLC in Maine: MLLC-11C, Fees, Steps

How to dissolve an LLC in Maine, step by step

Maine splits the end of an LLC into two stages: dissolution starts the wind-up, and a certificate of cancellation ends the company once winding up is complete (31 MRSA 1533). In between, the LLC continues to exist but may only do what is needed to wind up: collect assets, sell property, pay or provide for liabilities and distribute what remains (31 MRSA 1596).

The member vote and federal filings work as described in how to dissolve an LLC. For a Maine LLC, the order is:

• Approve the dissolution as the operating agreement requires, and record the date.
• Wind up: collect, sell, pay or reserve for debts, then distribute to members.
• File final returns with Maine Revenue Services and report the business closure.
• File the last quarterly ME UC-1 with the Maine Department of Labor.
• Mail form MLLC-11C with the $75 fee.
• File final federal returns and close the EIN.

Filing the Maine Certificate of Cancellation (MLLC-11C)

The Division of Corporations lists MLLC-11C, Certificate of Cancellation, at $75 (Maine Secretary of State), matching the fee in the LLC act (31 MRSA 1680). Under section 1533 the certificate gives the LLC's name, the date its certificate of formation was filed, and a statement that it is dissolved with the date of dissolution.

There is no online cancellation. Maine's forms are fillable PDFs: you complete them on screen, print them and mail them with the fee (Maine Secretary of State). The Interactive Corporate Services site handles annual reports and searches online, but not closing documents (Maine Interactive Corporate Services). The Division states that corporate filings take 2 to 7 business days to process; check the company's filing list on the corporate search to confirm.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Maine Secretary of State: Limited liability company forms

Maine Revenue Services and the Department of Labor

Maine does not ask the Secretary of State to check taxes before it accepts a cancellation, so closing the tax side is on you.

• Maine Revenue Services: to close a tax account, a final return must be filed. Online filers answer "Yes" to "Have you gone out of business?" and enter the closure date; you can also log into the Maine Tax Portal, open the "More..." tab and choose "Report Business Closure." Paper filers check the out of business box on the final return (Maine Revenue Services).
• Maine Department of Labor: employers report quarterly on form ME UC-1, the Unemployment Contributions Report (Maine Department of Labor). File the report for the quarter in which final wages were paid.
• Federal: you must file a final return for the year you close and, with employees, final Forms 941 or 944 and 940 (IRS).

Dissolving a Maine business corporation

A Maine business corporation files Articles of Dissolution, form MBCA-11, for $75; there is a separate MBCA-11I for dissolution by incorporators or initial directors, and MBCA-11A revokes a dissolution (Maine Secretary of State). Unlike an LLC, the corporation's articles of dissolution are the start of its wind-up rather than the end. Federally, a corporation files Form 966 after adopting a plan to dissolve; see how to dissolve a corporation.

Administrative dissolution, reinstatement and the 6-year limit in Maine

Maine LLCs file an annual report each year between January 1 and June 1 (31 MRSA 1665), for $85 ($150 for a foreign LLC), with a $50 penalty if it is late (31 MRSA 1680). Failing to file it is a ground for administrative dissolution (31 MRSA 1591). After notice, the LLC has 60 days to fix the problem before it is administratively dissolved (31 MRSA 1592).

Reinstatement is possible within 6 years. The fee for missed annual reports is $150 per report, capped at $600 however many reports are missing (31 MRSA 1680). If the LLC is not reinstated within 6 years, the Secretary of State cancels its certificate of formation on the sixth anniversary of the administrative dissolution (31 MRSA 1593). After that, only a $150 certificate of revival brings it back, and only for a specified purpose and period.

In other words, a Maine LLC that is simply abandoned does eventually disappear, but it takes 6 years, its tax accounts stay open in the meantime, and nobody wound it up properly. The $75 cancellation is cheaper than any of that.

Withdrawing an out-of-state LLC from Maine

A foreign LLC qualified in Maine files MLLC-12B, Statement of Cancellation of Foreign Qualification, for $90; a foreign corporation files MBCA-12B, Application of Withdrawal, also $90 (Maine Secretary of State). Both are mailed. Close Maine Revenue Services and Department of Labor accounts as well.

Records to keep after a Maine LLC is cancelled

Keep the filed MLLC-11C and the confirmation from Maine Revenue Services with the company records. The IRS expects employment tax records to be kept for at least 4 years after the tax is due or paid (IRS), and it closes the EIN account only after receiving a letter (IRS).

Pull complete exports from accounting, payroll, scheduling and customer systems before cancelling them. The export guide and business records after closing explain what to keep and who should hold it.

A last asset to check before the Maine filing

Maine's statute lets a dissolved LLC dispose of property while winding up, and the company's working records are property too. Service histories, inspection notes, project files and support conversations are what AI developers license to train systems on real work, usually de-identified and under a written license. Check whether yours qualify before the archive is deleted: selling company data after closing.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.