How to Dissolve a Business in Maine: A 2026 Guide

Closing a Maine LLC or corporation is a formal process. Here's how to file the right form and tie up loose ends to reduce liability.

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Daniel Smith
by

Daniel Smith

Updated on: June 11, 2026
Read time: 10 min

Closing a Maine business is a formal legal process with the Maine Secretary of State. This guide covers both LLCs and corporations: the Maine-specific forms each entity type requires, the member or shareholder approval steps you need to complete before you file, and the tax and compliance obligations that follow.

What business dissolution means in Maine

Dissolving a business in Maine means formally ending your entity's legal existence with the state. The process has two parts: completing internal steps like settling debts and notifying creditors, then filing dissolution paperwork with the Maine Secretary of State.

Until the state accepts that filing, your entity stays legally active, subject to annual report obligations and continued liability exposure.


Maine recognizes three types of dissolution.

  • Voluntary dissolution: Owner-initiated; you choose to close the business and file the appropriate form.
  • Administrative dissolution: State-initiated; Maine dissolves your entity for noncompliance, such as failure to file annual reports.
  • Judicial dissolution: Court-ordered; typically the result of ownership disputes, fraudulent activity, or creditor action.

This guide covers voluntary dissolution only. The steps differ depending on whether your entity is an LLC or a corporation. If your business is a nonprofit, see our full resource on how to dissolve a nonprofit corporation. If you operate a partnership, see our guide on how to dissolve a business partnership.

Maine dissolution at a glance

Using the wrong form, or skipping required internal approval steps, will delay your filing or send you back to square one.

Maine LLC Maine corporation
Certificate of Cancellation Articles of Dissolution
Filing fee $75 $75
Expedited processing 24-hour: $50 additional; immediate: $100 additional 24-hour: $50 additional; immediate: $100 additional
Standard processing time 35–40 business days 35–40 business days
Approval required before filing Member vote per operating agreement; if silent, consent of all members Board recommendation + majority of votes entitled to be cast by each voting group
Maine LLC Maine corporation
Certificate of Cancellation Articles of Dissolution
Filing fee $75 $75
Expedited processing 24-hour: $50 additional; immediate: $100 additional 24-hour: $50 additional; immediate: $100 additional
Standard processing time 35–40 business days 35–40 business days
Approval required before filing Member vote per operating agreement; if silent, consent of all members Board recommendation + majority of votes entitled to be cast by each voting group

Foreign LLCs and foreign corporations registered to do business in Maine use a separate withdrawal process using the form for foreign LLCs or for foreign corporations. 

How to dissolve an LLC in Maine

To dissolve an LLC in Maine, complete the below five steps in order. Skipping steps or doing them out of sequence can leave you personally exposed to the LLC's remaining liabilities.

Step 1: Review your operating agreement and hold a member vote

Your operating agreement controls the vote required to authorize dissolution. It might require a simple majority, a supermajority, or unanimous consent. If your agreement doesn’t speak to dissolution, the default rule requires the consent of all members.

Document the outcome in writing: either formal meeting minutes or a written consent signed by the approving members. Keep that record permanently. If a creditor or former member later disputes whether dissolution was properly authorized, that written record is your evidence.

Step 2: Wind up business affairs

Once the vote is recorded, the LLC should start closing procedures. During this time, the LLC continues to exist but may not carry on any activities except those appropriate to wind up and liquidate its affairs:

  • Complete any open contracts, or formally assign them to another party with the counterparty's agreement.
  • Collect all outstanding receivables.
  • Pay all known debts and liabilities, or set aside funds specifically earmarked to cover them.

Payment to creditors must be made first; only surplus can be distributed to members.

Members who receive distributions before debts are paid may be held personally liable for those remaining obligations.

Step 3: Notify creditors and claimants

Written notice to each known creditor must describe what information a claim must include, provide a mailing address for submission, set a deadline of at least 120 days from the effective date of the notice, and state that the claim will be barred if not received by the deadline. 

A claimant who receives proper notice and misses the deadline forfeits the right to pursue the LLC for that debt. A claimant whose claim is rejected must commence a proceeding within 90 days of the rejection notice or the claim is barred.

Unknown and contingent creditors are handled differently. An LLC may publish notice of dissolution in a newspaper of general circulation in the county where its principal office is located. 

Claims by unknown creditors, claimants whose claims weren't acted on, and contingent claimants are barred unless a proceeding is commenced within three years after publication. If your LLC has product liability exposure, unresolved disputes, or contingent claims, consult a licensed Maine attorney.

Step 4: File final taxes and close tax accounts

Formally dissolving at the state level does not automatically close your tax accounts. You need to do that separately with both the IRS and Maine Revenue Services.

  • File a final Maine income tax return with Maine Revenue Services; check the "Final return" box.
  • File a final federal income tax return. For a multi-member LLC, check the "Final return" box in Item G on the front of the form AND the "Final K-1" box in Part II, item J on each member's Schedule K-1. For a single-member LLC, report on Schedule C attached to the owner's Form 1040.
  • If the LLC had employees, file final payroll tax returns and issue final W-2s.
  • Cancel your Maine sales tax permit with Maine Revenue Services, if applicable.
  • After filing your final returns, ask the IRS to deactivate your business account by sending a letter with your EIN, legal name, business address, and reason for deactivating, plus your EIN assignment notice if available.

Step 5: File the certificate of cancellation with the Secretary of State

Dissolution You can download Form MLLC-11C from the Maine Secretary of State's LLC business forms page.

The form asks for:

  • The LLC's legal name, exactly as it appears on the certificate of formation
  • The date the original certificate of formation was filed
  • A statement that the LLC is dissolved, and the date of dissolution if known
  • The effective date of cancellation: either the date of filing or a future date you specify

The standard filing fee is $75. You can expedite processing for an additional $50 for 24-hour turnaround, or $100 for immediate processing. Pay by credit card (with a voucher) or by check or money order, payable to Maine Secretary of State, and mail it to the Secretary of State.

Mail (USPS) to: 

Secretary of State

Division of Corporations, UCC and Commissions

101 State House Station

Augusta, ME 04333-0101 


For FedEx/UPS, use: 

6 E. Chestnut Street, 5th Floor

Augusta, ME 04330

Once the Secretary of State accepts the filing, the LLC is removed from the state's active records and ceases to legally exist in Maine.

How to dissolve a corporation in Maine

Dissolving a Maine corporation follows the same general arc as dissolving an LLC: internal approvals first, then wind up, then a state filing. However, there are a few key differences.

Step 1: Board of directors resolution and shareholder vote

First, the dissolution must have board approval. The board must recommend dissolution to the shareholders unless conflict of interest or other special circumstances prevent a recommendation (in which case the board must explain the basis for the determination to shareholders). The corporation must notify each shareholder of the proposed meeting, and that notice must state that dissolution is one of the meeting's purposes.

Shareholder vote: Unless the articles of incorporation or the board requires a greater vote, dissolution requires approval by a majority of all votes entitled to be cast by each voting group. If a class or series is entitled to vote separately, each separate voting group must also approve by a majority of votes entitled to be cast. As an alternative path, dissolution may be approved by written consent of all shareholders (whether or not entitled to vote), in which case no board resolution is required.

Document everything. Board minutes recording the resolution and a shareholder meeting record or signed written consents are your evidence that dissolution was properly authorized. Keep those records permanently.

Step 2: Wind up corporate affairs

With both approvals documented, the corporation enters the winding-up phase. It continues to exist during this period but may only carry on business appropriate to wind up and liquidate.

  1. Complete open contracts, or formally assign them to another party with the counterparty's consent.
  2. Collect the corporation's assets and outstanding receivables.
  3. Pay all known debts and liabilities, or set aside sufficient funds to cover them.
  4. Dispose of properties that will not be distributed in kind to shareholders.
  5. Cancel all business licenses, permits, and professional registrations.
  6. Close business bank accounts and credit lines.
  7. Distribute remaining assets to shareholders, but only after all liabilities are fully satisfied or adequately provided for.

Distributing assets before debts are settled can expose directors to personal liability. 

Step 3: Notify creditors

Under Maine law, corporations must provide written notice to each known creditor so they can settle claims (debts) that you owe them. This notice must describe what information a payment claim must include, provide a mailing address, set a deadline of at least 120 days from the effective date of the notice, and state that the claim may be barred if not received by the deadline. A claimant who receives proper notice and misses the deadline forfeits the right to pursue the corporation for that debt.

Maine law permits publication-based procedures to cut off unknown claims, but the requirements are technical. If your corporation carries product liability exposure, unresolved disputes, or pending litigation, a licensed Maine attorney can help you work through this step.

Step 4: File final taxes and close tax accounts

Corporations carry more tax complexity at dissolution than most LLCs, and form types differ depending on how your corporation is taxed.

  • File a final Maine corporate income tax return with Maine Revenue Services; check the "Final return" box.
  • File a final federal tax return and check the "Final return" box at the top of the form. For S corporations, also check the "Final K-1" box on each shareholder's Schedule K-1.
  • If the corporation had employees, file final payroll tax returns and issue final W-2s.
  • Cancel your Maine sales tax permit with Maine Revenue Services, if applicable.
  • Deactivate your business EIN.

Step 5: File articles of dissolution with the Secretary of State

If your corporation has overdue annual reports, the Secretary of State may require you to file them and pay outstanding fees or penalties before accepting your articles of dissolution. Resolve any delinquent filings first.

Next, download Form MBCA-11 from the Maine Secretary of State's business corporation forms page. The form must be submitted with the Filer Contact Cover Letter and must include original signatures.

The form asks for:

  • The corporation's legal name, exactly as it appears on the articles of incorporation
  • The date dissolution was authorized
  • A statement that shareholders approved dissolution in the manner required by the Maine Business Corporation Act and the corporation's articles of incorporation
  • A statement confirming that winding up is complete or underway and that any remaining net assets have been distributed to shareholders
  • The effective date of dissolution: either the date the Secretary of State accepts the filing or a future date you specify

What to do after your Maine dissolution is approved

Once the Maine Secretary of State accepts your filing, your entity is legally dissolved, but a handful of administrative tasks remain.

  • Retain your business records for at least seven years. That includes tax returns, financial statements, member or shareholder records, final bank statements, contracts, and all dissolution-related documents.
  • Cancel remaining business insurance policies. Contact your insurer to formally cancel any active policies and get written confirmation.
  • Notify vendors, customers, and counterparties in writing. Written notice protects you if a vendor later claims they continued providing services without knowing the business had closed.
  • Remove the business from online directories and platforms. Update your Google Business Profile, Yelp listing, social media pages, and any other ecommerce platforms. It’s wise to set these to “Permanently Closed” instead of removing them, at least for the first year or so.
  • Cancel or transfer any remaining intellectual property registrations. Trademarks, domain names, and other registered IP in the entity's name require formal action to reduce confusion.
  • File withdrawal paperwork in every other state where you were registered. Each state where your entity was authorized to do business requires its own formal withdrawal filing.

Dissolve your Maine business with LegalZoom

LegalZoom has helped over 4 million businesses handle dissolution filings, from formation through compliance and dissolution. 

LegalZoom’s Standard Dissolution is a structured DIY process that helps you go through every step of paperwork filing and ensures you’re filing correctly with the state. For a more holistic approach, our Business Dissolution Manager will help you assess where your business is and what it needs to properly dissolve, then helps you make a game plan. Regular check-ins with your Business Manager help keep you on track to help ensure nothing falls through the cracks. 

Maine dissolution FAQs

What is the difference between administrative dissolution and voluntary dissolution in Maine?

Voluntary dissolution is owner-initiated: You complete the required wind-up steps and file the appropriate form. Administrative dissolution is state-initiated: Maine dissolves your entity for noncompliance, such as failure to file annual reports. An administratively dissolved entity may be reinstated, but reinstatement requires filing all delinquent reports and paying back fees and penalties. If you need to reinstate a dissolved Maine business before dissolving, LegalZoom can help.

Do I need a tax clearance certificate to dissolve my Maine LLC or corporation?

Maine does not require a tax clearance certificate from Maine Revenue Services as a condition of filing dissolution paperwork. You are still obligated to file all final state and federal tax returns and resolve any outstanding liabilities.

What is the difference between Form MLLC-11C and Form MBCA-11?

Form MLLC-11C (Certificate of Cancellation) is for LLCs. Form MBCA-11 (Articles of Dissolution) is for corporations.

What votes or approvals are required before dissolving a Maine LLC or corporation?

For an LLC, the member vote threshold is set by the operating agreement. If the agreement doesn’t say, Maine law requires the consent of all members. 

For a corporation, the board must first recommend dissolution (unless conflict of interest or other special circumstances prevent a recommendation), which is then submitted to shareholders. Approval requires a majority of all votes entitled to be cast by each voting group unless the articles of incorporation require a higher threshold. 

Alternatively, dissolution may be approved by written consent of all shareholders, in which case no board resolution is required. 

Both entity types must document the vote in writing before filing with the state.

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This article is for informational purposes. This content is not legal advice, it is the expression of the author and has not been evaluated by LegalZoom for accuracy or changes in the law.