How to Dissolve an LLC in Maine: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Begin with your operating agreement. It controls who has to approve dissolving the LLC, what proportion of membership interests that requires, and whether the members can act by written consent rather than at a meeting. Follow it exactly, because a filing made without the approval your own agreement requires is the kind of defect that surfaces later in a dispute. If the agreement says nothing about dissolution, the safest practice is unanimous written consent, signed and dated by every member. Capture the outcome in a short resolution that names the LLC, gives the date the members agreed to dissolve, and identifies who is authorized to sign filings, close accounts and wind the business up. Do this before you start the paperwork, because Maine's standard queue is long and you do not want to restart it.

   Pro tip: Decide at the vote who will sign the Certificate of Cancellation and who holds the checkbook. Maine's filing goes by mail, so one person needs both the authority and the ability to send a $75 check with the form.
2. 2

   File Certificate of Cancellation (for a Maine LLC), Form No. MLLC-11C with the Maine Secretary of State

   Maine closes a domestic LLC with the Certificate of Cancellation (for a Maine LLC), Form No. MLLC-11C, filed with the Secretary of State, Division of Corporations, UCC and Commissions under 31 MRSA sec. 1533.2. The filing fee stated on the form is $75.00. Maine does not offer online filing for LLC cancellation, so the form is submitted by mail or by drop-off and pickup at 101 State House Station, Augusta, ME 04333-0101. Plan around the queue: the Maine Secretary of State's LLC forms page puts standard, non-expedited corporate filings processing at 40 to 55 business days. Expedited service is optional and priced separately from the filing fee, at $50 for 24-hour (next business day) processing or $100 for immediate (same business day) processing, per entity, requested with a Customer Contact Cover Letter. Current forms are at https://www.maine.gov/sos/corporations-commissions/i-need-a-business-form/limited-liability-company-forms. Maine does not require a tax clearance certificate to file the Certificate of Cancellation, and it does not require newspaper publication of a dissolution notice.

   Pro tip: If a bank, a buyer or a lease deadline depends on the cancellation being on the record, price the expedite against 40 to 55 business days of waiting. The expedite fee is separate from the $75 filing fee and is charged per entity.
3. 3

   Notify Creditors and Settle Debts

   Maine gives a dissolved LLC an optional tool rather than a mandatory waiting period. Under 31 MRSA sec. 1599 a dissolved LLC may give written notice to holders of known claims and set a deadline for submitting those claims, and that deadline may not be fewer than 120 days from the effective date of the notice. That 120-day figure is the notice period the statute names. Notice to unknown or other claimants by publication under 31 MRSA sec. 1600 is permissive, not required, so you are not obliged to buy newspaper advertising in Maine. Whether or not you use the known-claim procedure, the substance is the same. Write to every creditor, lender, landlord and vendor, tell them the LLC is winding up, ask for a final invoice, and pay or reserve for everything owed before any member takes a distribution.

   Pro tip: If you use the sec. 1599 notice, send it by certified mail and diary the deadline you set. The 120-day minimum runs from the effective date of your notice, so that date needs to be unambiguous on the letter itself.
4. 4

   Close Maine State Tax Accounts

   File a final return for every Maine tax account the LLC holds and close each account rather than leaving it dormant. That usually covers state income or pass-through filings, sales and use tax if you collected it, and withholding if you had payroll. Mark every return as final, pay any balance, and cancel the underlying registration so the account stops generating filing obligations for periods after you stopped trading. Maine does not require a tax clearance certificate to file the Certificate of Cancellation; nothing on the form or in the cancellation statute references one, so do not let a clearance request delay a filing that already faces a long queue. Closing the accounts properly still matters, because an open sales tax or withholding account keeps producing zero-return delinquency notices long after the business is gone.

   Pro tip: Close the tax accounts while the cancellation is still in the queue rather than after it clears. With standard processing running 40 to 55 business days, doing the two tracks in parallel saves you months.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first. A multi-member LLC taxed as a partnership files Form 1065 with the final return box checked and issues final Schedule K-1s to every member; an LLC taxed as a corporation files Form 1120 or 1120-S, also with the final return box checked. A single-member LLC that never elected corporate treatment reports its final year on the owner's return. An LLC that elected corporate treatment should also file Form 966.

   Pro tip: Mail the deactivation letter by certified mail with return receipt and keep the receipt with your final return.
6. 6

   Distribute Remaining Assets to Members

   Creditors are paid before members are. Settle known debts and taxes, set aside enough for claims that exist but are not yet final, and only then distribute what remains. Follow the distribution provisions in your operating agreement; if the agreement does not set an order, distribute in proportion to ownership percentages and keep the arithmetic that supports the split. Convert assets to cash where you reasonably can, because distributing equipment, vehicles or receivables in kind creates valuation arguments among members and complicated tax reporting for whoever receives them. Log every distribution with its date, amount, recipient and purpose, and make sure the final Schedule K-1s agree with the ledger. Distributing ahead of creditors is the mistake that most often follows the members personally after the LLC is gone.

   Pro tip: Keep a reserve until the final Maine and federal returns are filed and accepted. Recovering money from members to cover a late assessment is far harder than paying out a small remainder a few months later.
7. 7

   Confirm Dissolution is Complete

   Because Maine has no online filing for LLC cancellation, there is no confirmation screen and no instant receipt, so build verification into your plan. Count the standard 40 to 55 business day window from the date you mailed the form, then look the LLC up in the Secretary of State's corporate name search and confirm the record shows the cancellation. Keep the acknowledgment the Division returns and your cancelled check. Then assemble a closing file: the dissolution resolution, the filed Certificate of Cancellation MLLC-11C, any sec. 1599 creditor notices and the responses, final federal and Maine returns, the EIN deactivation letter with its certified mail receipt, and the final accounting showing what each member received. Keep the file for at least seven years, because audit windows outlast the company.

   Pro tip: Mail the form with tracking and note the delivery date. When the queue is measured in business days rather than calendar days, knowing exactly when the clock started is the difference between waiting and worrying.

Winding-Up Checklist

• Cancel all Maine business licenses and permits

  Cancel every state license, professional registration and permit in writing, and do the same with any town or city that issued a local license. Municipal licenses renew on their own schedule and will keep billing you until someone formally closes them.

• Close business bank accounts

  Wait until every check has cleared, the last tax payments have gone out and member distributions are complete, then close the operating account, any reserve account and all business cards. Download the full statement history first, because banks cut off access to closed accounts.

• Cancel business insurance policies

  Notify your general liability, property, auto, workers compensation and professional liability carriers of the closing date and ask about refunds of unearned premium. For claims-made policies, ask whether tail coverage is worth buying, since claims can arrive after the LLC is cancelled.

• Notify vendors, suppliers, and customers in writing

  Send a dated written notice to every supplier, subscription vendor, landlord and active customer with the closing date and instructions for sending a final invoice. Cancel recurring charges directly with each vendor rather than assuming a closed card will stop them.

• File final payroll tax returns and W-2s (if you had employees)

  File the final federal employment tax returns, make the last withholding deposit, and close the Maine withholding and unemployment insurance accounts. Issue W-2s to employees and 1099-NEC forms to contractors by the usual deadlines and mark the federal employment return as final.

• Retain business records per Maine retention requirements

  Keep the certificate of formation, operating agreement, dissolution resolution, filed Certificate of Cancellation, ledgers, contracts and all tax returns for at least seven years. Store them where a former member can still retrieve them once the office is closed.