Are you ready to stop doing business with your Maine corporation, but you’re not sure how the official dissolution process works?
The state of Maine requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Maine corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution with the Maine Secretary of State.
- Fulfill all tax obligations with the state of Maine, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Maine Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
Corporations that have already conducted business and distributed shares must file Form MBCA-11 (Articles of Dissolution) with the Secretary of State in order to dissolve. Form MBCA-11 requires the following information:
- Name of corporation
- Date of incorporation
- Date of dissolution authorization
- Effective date of dissolution
- Affirmation of the manner of dissolution authorization
- Signature of authorized officer
This form should also be accompanied by the Filer Contact Cover Letter, which requires additional information:
- Entity name
- Type of filing enclosed (in this case, the Articles of Dissolution)
- Special handling requests
- Contact information of the applicant
- Mailing address of the applicant
The Articles of Dissolution also require payment of a $75 filing fee. So, once you have filled out the forms and written a check payable to the “Maine Secretary of State,” you can send the forms and payment to the following address:
Corporate Examining Section
Secretary of State
101 State House Station
Augusta, ME 04333-0101
You will generally need to wait 5-10 business days for the Secretary of State to process your Articles of Dissolution.
How to Dissolve a Maine Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
Dissolving a corporation that has not commenced business or distributed shares requires a different version of the Articles of Dissolution. You will need to file Form MBCA-11I (Articles of Dissolution) with the Secretary of State, in addition to the standard Filer Contact Cover Letter. Form MBCA-11I requires the following information:
- Name of corporation
- Date of incorporation
- Date of dissolution authorization
- Effective date of dissolution
- Affirmation that either:
- None of the corporation’s shares have been issued, or
- The corporation has not commenced business
- Affirmation that no debts remain unpaid
- Affirmation that remaining assets have been distributed to shareholders (if applicable)
- Signature of authorized representative
This version of the Articles of Dissolution also requires payment of the $75 processing fee, with checks made payable to the “Maine Secretary of State.” Then, you can mail the form, cover letter, and check to the same address:
Corporate Examining Section
Secretary of State
101 State House Station
Augusta, ME 04333-0101
Form MBCA-11I will also take about 5-10 business days to be processed.
What Else Do I Need to Know About Dissolving a Corporation in Maine?
In Maine, you have 120 days to revoke a voluntary dissolution. To do this, you must file the Articles of Revocation of Dissolution with the Secretary of State.
Once this 120-day period has passed, it becomes more difficult to revive a dissolved corporation. A dissolved corporation can only be revived for a specific period of time and for a specific purpose. If you wish to revive your corporation for a given period and purpose, you may do so by filing the Application for Certificate of Revival with the Secretary of State.
As soon as your corporation is dissolved, your business name becomes available for anyone else to claim. However, if your corporation is administratively dissolved by the state of Maine, your business name will be protected for up to 3 years. An administrative dissolution can occur if your corporation fails to file its annual report within 60 days of the notice of a delinquent submission. In the event of an administrative dissolution, you have 6 years to revive your corporation by filing all delinquent annual reports and paying up to $600 in penalty fees.
Conclusion
Voluntary dissolution is a pretty simple process in Maine, but since it can be complicated and expensive to revive a dissolved corporation, you should make sure that you have no intention of conducting further business in the state before you initiate the dissolution process.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Maine corporation!