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How to Dissolve a Maine Corporation

How do you dissolve a Maine Corporation?

If you would like to dissolve a Maine Corporation, file a signed, original form MBCA-11, Articles of Dissolution with the Maine Secretary of State, Bureau of Corporations, Elections, and Commissions (SOS). Maine SOS forms are fillable so you can just enter your information, print, and mail them to the SOS. Make sure you include the Filer Contact Cover Letter and the filing fee. The cover letter is attached to most Maine SOS forms.

You can request expedited processing by checking a box on the cover letter and including the additional fee. If you want to expedite mailed documents, you also need to write “Expedited Service” in the lower right hand corner of your envelope. You can also request expedited processing at the Maine SOS Corporations Division filing counter from 9-4 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 credit card if you include a Credit Card Payment Voucher with your form.

Mail or deliver forms to:
Corporate Examining Section
Secretary of State
101 State House Station
Augusta, ME 04333-0101
Phone: 207-624-7752
Fax: 207-287-5874

Maine Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Maine Corporation?

The filing fee for Maine Articles of Dissolution is $75.
There is an additional $50 expedite fee for 24 hour processing.
The expedite fee for immediate processing is $100.

Do you need a Revenue Services clearance before the Maine Secretary of State will accept your dissolution?

No. You don’t need to get tax clearance from Maine Revenue Services to dissolve a corporation or LLC.

How long does it take the state to process the filing in Maine?

Normally, it takes the Maine SOS 5-10 business days to process the corporate dissolution.
The Maine SOS also offers 24 hour or immediate expedited processing options.

Can you revoke dissolution?

A Maine corporation can revoke its dissolution within 120 days. The corporation would have to file Articles of Revocation of Dissolution. If a corporation revokes its dissolution, it is like the dissolution never happened.

There is a $75 filing fee to revoke the dissolution of a Maine corporation.

Can a corporation be revived?

A dissolved corporation may be revived for a limited time and purpose. The corporation would file an Application for Certificate of Revival with the Secretary of State. If the application is approved, the SOS will allow the corporation to be revived for the time and purpose requested in the application.

The filing fee is $150 for business corporations and $25 for nonprofit corporations.

How long before someone can take your business name?

As soon as the articles of dissolution are processed by the SOS, your business name is available to others.

If your corporation is administratively dissolved, the corporate name remains on SOS records and is protected for three years following dissolution.

What is the penalty if you just don’t file your annual registrations?

Maine corporations are required to file annual reports with the Secretary of State by June 1st each year. If a corporation does not file the report by that date, a $50 penalty fee will be assessed and the SOS will send the corporation a notice. If the corporation still fails to file the report, fee, and late fee, within 60 days of the first notice, the SOS will send a second notice stating the grounds and effective date for the corporations administrative dissolution.

What are the late fees and penalties to reinstate if your corporation is administratively dissolved?

A Maine corporation that has been administratively dissolved may apply for reinstatement for up to six years after the date of dissolution.

If a Maine corporation is administratively dissolved, it will have to file all missing annual reports at $85 each. The reinstatement penalty fee is $150 for each annual report that was not filed. The maximum reinstatement penalty is $600, no matter how many reports you missed or when you reinstate the corporation.

What if a Maine corporation is just inactive for awhile?

A domestic business or nonprofit corporation that is in good standing but is not conducting business may apply to be put in inactive status so that it can avoid filing annual reports. To do so, the corporation would have to file form MBCA-14, Application for Excuse with the Maine SOS before the annual report is due. The corporations name is protected for five years following the excuse.

Once the Maine corporation has been excused, it doesn’t have to file annual reports until after it has filed form MBCA-14A, Certificate of Resumption.

There is a $40 filing fee for the application for excuse.
The filing fee for the certificate of resumption is $100.

Maine SOS – Forms:

http://www.maine.gov/sos/cec/corp/index.html

If you’d like help establishing another company, you may find our incorporation filing service and Maine registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

Corporate Compliance
by Local Corporate Guides®