How do you dissolve a Maine Limited Liability Company?
To dissolve/cancel your LLC in Maine, submit form MLLC-11C, Certificate of Cancellation, including the completed Filer Contact Cover Letter, to the Maine Secretary of State, Bureau of Corporations, Elections, and Commissions (SOS). The Certificate of Cancellation form is available on the Maine SOS website. All the Maine SOS forms are fillable so you can just enter your information, print, and submit them. A Certificate of Cancellation filed with the SOS needs to have original signatures.
You can request expedited processing by checking the box on the cover letter and including the additional fee. To expedite mailed documents, write “Expedited Service” in the lower right hand corner of your envelope. You can also request expedited processing at the SOS Corporations Division filing counter between 9 and 4 on business days. You can pay the expedite fee in cash or include a separate check, debit or credit card for each request.
Checks should be payable to the Maine Secretary of State. You may pay by Visa, Discover, or MasterCard if you include a Credit Card Payment Voucher with your certificate of cancellation.
Mail or drop-off the certificate of cancellation:
Secretary of State
Division of Corporation, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101
Is there a filing fee to dissolve or cancel a Maine LLC?
There is a $75 filing fee to dissolve your Maine Limited Liability Company.
The expedite fee for 24 hour processing is $50.
The expedite fee for immediate processing is $100.
Do you need a Maine Revenue Services clearance before the Maine Secretary of State will accept your cancellation?
No. You don’t need tax clearance from Maine Revenue Services to cancel a Maine LLC.
How long does it take the state to process the filing?
Normally, it takes the SOS 5-10 business days to process the cancellation.
The Maine SOS will process your filing within 24 hours or immediately for additional fees.
Can you revive a cancelled Maine LLC?
You can revive a cancelled Maine LLC for a limited time and purpose by filing form MLLC-REVIVE, Application for Certificate of Revival. If the Maine SOS approves the revival, the LLC will receive a notice that revival was granted.
There is a $150 filing fee to revive a dissolved Maine LLC.
How long before someone can take your business name?
There is no name protection for a Maine LLC that voluntarily files a certificate of cancellation. Its name would become available to others immediately upon cancellation by the SOS.
After a domestic LLC has been administratively dissolved its name remains on the SOS records, and unavailable for use by others, for three years following the dissolution.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
Maine LLC annual reports are due by June 1st each year. An LLC that files its annual report after June 1st will be charged a $50 late fee. An LLC that just doesn’t file the report will receive a notice from the Maine SOS. If the LLC still does not file the report and fees within 60 days after the notice, the Maine SOS will then send a second notice stating the grounds for and effective date of administrative dissolution.
What are the late fees and penalties to reinstate if your LLC is forfeited?
A domestic Maine LLC that has been administratively dissolved may apply for reinstatement within six years after the date of dissolution. If an administratively dissolved LLC does not reinstate within six years, the Maine SOS cancels the certificate of formation.
To reinstate a Maine LLC, you will have to contact the SOS to request the appropriate form. The SOS can also tell you what reports and fees will be required to reinstate the LLC. If a Maine LLC is administratively dissolved, it has to file all the annual reports and fees it missed before it can reinstate. The annual report fee for domestic LLCs is $85. There is also a $150 reinstatement penalty fee assessed for each year the LLC failed to file an annual report. There is a $600 maximum on the amount penalty fees the LLC will have pay when it reinstates.
What if a Maine LLC is just inactive for awhile?
A Maine LLC may be temporarily excused from filing annual reports. The LLC would have to submit a MLLC-14, Certificate of Excuse to the Maine Secretary of State. The filing fee is $40. The LLC has to be in good standing and not transacting business in Maine. The LLCs name is protected for five years after filing the Certificate of Excuse.
The Maine LLC may resume business after it files form MLLC-14A, Certificate of Resumption. Once the LLC has resumed business in Maine, it will have to file its next annual report. The certificate of resumption filing fee is $100.
Maine SOS - Forms: