How to Dissolve an LLC in Maine? (Step by Step Guide)
If you own a Maine LLC and decide to terminate the business, there is a systematic approach to dissolve the company effectively.
As a legal expert and business advisor with over 10 years of experience, I'll provide you with a detailed guide on how to dissolve your Maine limited liability company.
Quick Summary
- To dissolve an LLC in Maine, comply with your company's operating agreement and follow all state requirements.
- File the Articles of Dissolution or Certificate of Cancellation to the Maine Secretary of the State by mail, fax, or in person.
- Dissolution may be voluntary, administrative, or judicial.
Steps to Dissolve an LLC in Maine
Steps to dissolve an LLC in Maine should be followed to legally terminate the business.
Step 1: Follow Your Maine LLC Operating Agreement
Follow the provisions in your Maine LLC Operating Agreement. This document outlines the company dissolution process and indicates the vote requirement to approve the motion.
It is important to read through this agreement carefully and make sure that you understand the steps involved. If you have any clarifications, consult with a lawyer.
Some Maine LLC operating agreement templates may require all Maine LLC members and business partners to a dissolution vote to approve the dissolution.
Others may require that a certain percentage of LLC members vote in favor of dissolution. Still, others may have different requirements. Be sure to check your LLC operating agreement to see what is required of you. That way, you can ensure a successful Maine company dissolution.
Step 2: Close All Tax Accounts
Close all tax accounts including business taxes, filed federal taxes, and any other tax obligations registered under your Maine business name.
You will need to contact the Maine Revenue Services and request that they close your company's tax account. You can find their contact information on their website.
Once you have closed all tax accounts, you will need to file a final return with the state of Maine.
This return must include all information about your LLC assets and liabilities. Be sure to keep copies of this return for your records.
You will also need to obtain a tax clearance certificate from the Maine Revenue Services as proof that your company has paid all of its Maine LLC taxes and is up-to-date on its filings.
Step 3: File Articles Of Dissolution
File the Articles of Dissolution, also referred to as Certificate of Cancellation, to the Maine Secretary of State [1]. You can do this by mail, fax, or in person. The filing fee for Maine Articles of Dissolution is $75.
If you submitted the document through mail, you must include a check or money order for the filing fee.
Make sure to include your business name, address, and contact information on the form. You will also need to provide the date and the reason for the dissolution.
Once your form has been processed, you will receive a Certificate of Cancellation in the mail.
Dissolution Of Foreign LLC In Maine
The dissolution of a foreign LLC in Maine should first be filed in the state where the main entity is formed and registered. Afterward, you can file a Certificate of Authority to Cancel with the Maine Secretary of State.
Include a copy of the dissolution certificate from your state of organization and a Certificate of Good Standing. Once your form has been processed, you will receive a Certificate of Cancellation in the mail.
Dissolution For Domestic Maine LLC
The dissolution for domestic LLC in Maine should include your business name, address, and contact information on the form.
You will also need to provide the date of the domestic LLC dissolution and the reason for the dissolution. Once the Maine Secretary of State processes your form, you will receive a Certificate of Cancellation in the mail.
Related Articles:
- How to Open an LLC in Maine
- Best Registered Agents in Maine
- Maine LLC Lookup
- Top LLC Formation Services in Maine
After Dissolving Your LLC
After officially dissolving your LLC in Maine with a Certificate of Cancellation, there are a few final steps that you need to take.
- Notify all creditors. You'll need to give them the date of the dissolution as well as the contact information for your LLC.
- Cancel any licenses or permits that your LLC holds by informing the issuing agency
- Inform the bank and close all Maine business bank accounts associated with your Maine LLC
FAQs
Can I Just Walk Away from My LLC?
You cannot just walk away from your LLC. If you do not take the proper steps to dissolve your Maine limited liability company, you will still be liable for any debts and obligations that your Maine business has.
This includes business taxes, employee salaries, and other business debts.
What Does It Mean When a Company Has Been Administratively Dissolved?
Administrative dissolution is when the state of Maine dissolves your LLC for failure to pay franchise tax, submit annual reports, and hire a registered agent.
To reinstate your dissolved Maine LLC, you must file all required paperwork and pay tax obligations.
Dissolving A Maine LLC
Dissolving a Maine LLC entails following certain protocols. Consult the company's operating agreement to determine dissolution voting requirements, division of assets, and handling liabilities.
Close all tax and business bank accounts before officially filing the Certificate of Cancellation. If you need the help of a professional service company, you may employ IncFile to complete the process for you.
References:
- https://www.maine.gov/sos/cec/forms/mbca/mbca11.pdf
