How to Dissolve an LLC in Maine (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

To dissolve a Maine LLC, the members vote to dissolve, wind up the business, file final tax returns, and file a Certificate of Cancellation with the Maine Secretary of State for a $75 filing fee. Unlike some states, Maine does not require a tax clearance certificate to cancel an LLC - but you must still file final returns with Maine Revenue Services and the IRS.

Overview of Dissolving a Maine LLC

Dissolving a Maine Limited Liability Company is a formal process that legally ends the entity's existence and stops its ongoing obligations. It involves obtaining member approval, winding up the business, settling debts, filing final tax returns, and filing a Certificate of Cancellation with the Maine Secretary of State. Doing this properly protects members from continuing fees and potential liability.

The process is governed by the Maine Limited Liability Company Act (Title 31 of the Maine Revised Statutes). Simply ceasing operations or ignoring the LLC does not end it - the entity remains on the state's records and continues to owe annual reports and fees until it is formally cancelled or administratively dissolved. A voluntary cancellation is the clean way to close.

This guide covers a domestic Maine LLC. A foreign LLC registered in Maine withdraws rather than dissolves. Below are the steps, the tax obligations, how to notify creditors, the fee, and what happens if you do not dissolve. For the national overview, see how to dissolve an LLC.

Timing matters. Dissolution is not a single instant but a sequence: the members decide to dissolve, the LLC enters a winding-up period during which it may only conduct activities appropriate to closing, and the entity legally ends when the Certificate of Cancellation is accepted. Understanding that sequence helps you avoid signing new contracts or taking on obligations after the members have voted to dissolve, which can complicate the winding-up and expose members to disputes. Give yourself enough lead time to file final returns and settle debts before the cancellation is filed.

Steps to Dissolve a Maine LLC

Maine LLC dissolution generally follows five steps, each important for a clean termination:

1. Vote to dissolve. The members approve dissolution following the operating agreement. If the agreement is silent, the Maine LLC Act supplies the default rule, generally requiring the consent of the members. Record the decision in writing.
2. Wind up the business. Cease ordinary operations except as needed to wind up, collect what is owed to the LLC, sell or distribute assets, and pay or provide for all known debts and liabilities.
3. File final tax returns. File final federal and Maine returns, marking them final, and pay any tax due. Maine does not require a separate tax clearance certificate to cancel, but final returns are still required.
4. File the Certificate of Cancellation. Submit the Certificate of Cancellation (Form MLLC-11C) to the Maine Secretary of State with the $75 fee. Acceptance ends the LLC's legal existence.
5. Close out. Cancel licenses and permits, close accounts, and, if no longer needed, close the IRS business account tied to your EIN.

Completing these in order avoids gaps that leave the LLC exposed to continuing obligations.

Maine Tax Obligations at Dissolution

A key Maine feature is that the Secretary of State does not require a tax clearance certificate before it will accept a Certificate of Cancellation - unlike states such as Alabama. That makes the mechanics simpler, but it does not relieve you of your tax duties. You must still file all final returns and pay outstanding tax.

File final returns with Maine Revenue Services for every tax the LLC was registered for, including sales and use tax if it collected it and income tax withholding if it had employees. Mark each return as final. Depending on how the LLC was taxed federally (disregarded entity, partnership, or corporation), file the corresponding final federal return and Maine return, and issue final wage and information statements.

Settling taxes during winding up prevents personal exposure for certain unpaid trust-fund taxes and avoids notices after the entity is gone. If in doubt about which final returns apply, consult a tax professional. See the business tax hub and Maine LLC tax filing for background.

Winding Up and Notifying Creditors

Winding up is the process of settling the LLC's affairs before it ends. During this phase you collect receivables, liquidate or distribute assets, and pay or make provision for all known debts. Only after creditors are addressed do the members receive any remaining assets, in proportion to their interests. The Maine LLC Act and general winding-up principles govern this order.

Properly notifying creditors limits later claims. You should notify known creditors directly in writing, describing how and by when to submit claims. Maine law also allows steps to address claims that are unknown at dissolution. Following these procedures caps the window in which claims can be brought against the dissolved LLC and its members.

Distributing assets to members before paying creditors can expose those members to clawback claims, so respect the priority. Keep records of notices sent and debts paid; they are your evidence that winding up was done correctly. This protects members once the Certificate of Cancellation is filed.

Maine LLC Cancellation Fee (2026)

The primary state cost to dissolve a Maine LLC is the filing fee for the Certificate of Cancellation, paid to the Maine Secretary of State.

There is no separate fee for tax clearance because Maine does not require it. Any outstanding tax, penalties, and interest must still be paid. Because the Secretary of State updates its fee schedule periodically, confirm the current $75 amount before filing. Expedited service may be available for an added charge if you need faster processing.

Consequences of Not Dissolving Formally

Walking away without dissolving keeps the LLC alive on state records, and that has costs. Maine LLCs must file an annual report each year (with its own fee) to stay in good standing. If you stop filing, the LLC accrues late fees and eventually faces administrative dissolution by the Secretary of State - which is messier to resolve than a clean voluntary cancellation.

An undissolved LLC can also leave members exposed. Creditors may still pursue the entity, and improperly distributed assets can be clawed back. Banks may require proof of formal dissolution to close accounts, and lingering registrations can generate tax notices for a business that no longer operates.

Formal dissolution avoids all of this: it stops annual report obligations, ends the entity cleanly, and limits future liability. If your Maine LLC has already been administratively dissolved, you may need to reinstate it before you can voluntarily cancel, so address closure deliberately. See Maine annual report for the ongoing obligation you are ending.

One more point worth emphasizing: administrative dissolution by the state is not the same as a clean voluntary cancellation, even though both remove the LLC from active status. An administratively dissolved LLC can leave unresolved tax accounts and an unclear record for creditors and banks, and members sometimes discover the problem only when they try to start a new venture or obtain financing. Filing the Certificate of Cancellation yourself, after winding up and paying what is owed, produces a definitive record that the business closed on your terms.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Maine?

The filing fee for the Certificate of Cancellation with the Maine Secretary of State is $75. Final tax returns carry no filing fee, though any tax owed must be paid. Confirm the current fee before filing.

What form dissolves a Maine LLC?

You file a Certificate of Cancellation (Form MLLC-11C) with the Maine Secretary of State. It ends the LLC's legal existence once accepted, after the members have approved dissolution and the business has been wound up.

Does Maine require tax clearance to dissolve an LLC?

No. Maine does not require a tax clearance certificate to file the Certificate of Cancellation. However, you must still file all final returns with Maine Revenue Services and the IRS and pay any tax due.

What happens if I don't dissolve my Maine LLC?

It stays active on state records and continues to owe annual reports and fees. Missed filings bring late fees and eventual administrative dissolution, and members may remain exposed to claims and lingering tax notices.

How do I notify creditors when dissolving a Maine LLC?

Notify known creditors directly in writing during winding up, explaining how and by when to submit claims, and pay or provide for debts before distributing remaining assets to members. Keep records of the notices.

Do I need to file final tax returns to close a Maine LLC?

Yes. File final federal and Maine returns for every tax the LLC was registered for, marking them final, and pay any balance. This is required even though Maine does not demand a tax clearance certificate to cancel.

Related

• How to Dissolve an LLC (cluster hub)
• How to Form an LLC in Maine
• Maine LLC Annual Report
• How to Get an EIN
• Dissolve an LLC in New Hampshire (sibling)
• Dissolve an LLC in Vermont (sibling)

Sources

1. Maine Secretary of State - Limited Liability Companies (forms and fees).
2. Maine Secretary of State - Bureau of Corporations, Elections and Commissions.
3. Maine Secretary of State - Annual Reports (ongoing obligation).
4. Maine Revenue Services - Taxes (final returns).
5. Maine Revenue Services - Sales, Use and Service Provider Tax.
6. Maine Legislature - Title 31, Chapter 21 (Limited Liability Companies).
7. Maine Legislature - 31 M.R.S. Sec. 1595 (Events causing dissolution).
8. Maine Legislature - 31 M.R.S. Sec. 1596 (Winding up).
9. IRS - Closing a Business.
10. IRS - Canceling an EIN - Closing Your Account.
11. IRS - Estimated Tax Payments.
12. Cornell Law School Legal Information Institute - Winding Up.
13. Cornell Law School LII - Dissolution.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Maine Secretary of State and Maine Revenue Services before acting.