Have you decided to stop transacting business with your Maine limited liability company? The state of Maine legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Maine.
Guru Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Maine is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Maine.
How to Dissolve a Domestic Maine LLC
Domestic LLCs must file Form MLLC-11C (Certificate of Cancellation) and the accompanying Filer Contact Cover Letter with the Maine Secretary of State. These must be filed by mail, and Form MLLC-11C requires the following information:
- LLC name
- Date of formation
- Date of dissolution
- Attached documents (if applicable)
- Signature of authorized representative
While the Filer Contact Cover Letter requires:
- Entity name
- Type of filing enclosed (in this case, the Certificate of Cancellation)
- Special filing requests
- Contact information of the applicant
- Mailing address of the applicant
Once you have provided all of the information listed above, you will need to provide payment, either with a Credit Card Payment Voucher or a check for $75 made payable to the “Maine Secretary of State.” Then, you can mail the form, cover letter, any attached documents, and your form of payment to the following address:
Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101
Typically, it will take the Bureau of Corporations, Elections, and Commissions (a department of the Secretary of State’s office) about 5-10 business days to process the dissolution paperwork.
How to Dissolve a Foreign LLC in Maine
Do you need to dissolve a limited liability company based outside of Maine, but qualified to transact business within this state?
The process to dissolve a foreign LLC is slightly different. You will need to file Form MLLC-12B (Statement of Cancellation of Foreign Qualification) and the Filer Contact Cover Letter with the Secretary of State. Form MLLC-12B requires the following:
- LLC name
- Fictitious name (if applicable)
- State/jurisdiction of formation
- Date of formation
- Affirmation of intent to cancel authority to do business in the state
- Mailing address for service of process
- Principal office address
- Affirmation of withdrawal of assumed name (if applicable)
- Signature of authorized representative
While the Filer Contact Cover Letter requires:
- Entity name
- Type of filing enclosed (in this case, the Certificate of Cancellation)
- Special filing requests
- Contact information of the applicant
- Mailing address of the applicant
As part of this submission, you will need to include payment by Credit Card Payment Voucher or check for $90, made payable to the “Maine Secretary of State.” Finally, you can mail these documents and payment to the same address:
Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101
You should also expect this filing to take about 5-10 business days to be processed.
What Else Do I Need to Know About LLC Dissolutions in Maine?
Following a voluntary dissolution, you immediately lose any claim to your business name. This means that you should only dissolve your business if you have no intention of using the same business name in the future, because someone else could claim it as soon as your business has been dissolved. However, if a domestic LLC is administratively dissolved, the business name remains protected for up to 3 years.
Administrative dissolutions can occur if your business fails to file its annual report in a timely manner. If you do not file the annual report by the June 1st deadline, the Secretary of State will send you notice of the delinquent filing. If you do not file the annual report within 60 days of this notice (and pay the $50 late fee), the Secretary of State will initiate an administrative dissolution.
A domestic LLC has 6 years from the date of an administrative dissolution to file for reinstatement. If the LLC is not reinstated within this period, the state will cancel the Certificate of Formation. Reinstatement requires filing of Form MLLC-REVIVE (Application for Certificate of Revival) and payment of the $150 processing fee.
There is no process to revive a foreign LLC that has been administratively dissolved in Maine. Instead, you will need to file an application for authority like any foreign entity that has never conducted business in the state before.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The process for dissolving both foreign and domestic LLCs is relatively simple. The documents do not require a lot of information, and it generally takes less than two weeks for any dissolution to be processed. However, the reinstatement process can be significantly more complicated, especially if your business has been administratively dissolved by the Maine Secretary of State.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Maine LLC!