$75 Filing fee Certificate of Cancellation (Form MLLC-11C)
Mail only Filing path Expedite $50
30 business days mail Approval time
Not required Tax clearance

The quick read on dissolving a Maine LLC

$75 puts Maine in the expensive tier for LLC dissolution, roughly $29 above the national average of $46. Maine accepts the dissolution filing mail-only, with mail approvals running about 30 business days once the filing is received. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Maine filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Maine

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

  1. Member vote to dissolve

    Maine's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.

  2. File the Certificate of Cancellation (Form MLLC-11C) with Maine Secretary of State, Bureau of Corporations, Elections and Commissions, Division of Corporations

    Filing fee is $75. Mail filings are accepted. Paid expedite available for $50.

  3. Close federal tax obligations with the IRS

    File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.

  4. Cancel other registrations

    Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Maine

Start with the member vote. Under 31 M.R.S.A. Section 1593, the LLC is dissolved on the events specified in the operating agreement or, if the agreement is silent, by unanimous consent of the members. Because Maine is one of the handful of states that statutorily requires an operating agreement for Maine LLC formation, pull the agreement first and follow whatever threshold it sets. Document the consent in writing before filing anything.

Close the Maine tax side before the cancellation hits. Maine Revenue Services does not issue a clearance certificate and does not gate the Secretary of State on one, but the LLC still has to file final Maine income or partnership returns, close any withholding and sales tax accounts, and settle any outstanding balance. File the Certificate of Cancellation (Form MLLC-11C) by mail to the Division of Corporations at 101 State House Station, Augusta, ME 04333-0101, with a $75 check. Standard review runs about 30 days. If that is too slow, add $50 for 24-hour expedite or $100 for same-day service. Close federal: final IRS return marked final, Form 966 if the LLC elected C-corp treatment, and a written EIN closure letter.

What a clean Maine dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Maine LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component Amount Notes
Base Secretary of State filing $75 Filed with Maine Secretary of State, Bureau of Corporations, Elections and Commissions, Division of Corporations
Paid expedite (optional) +$50 24-hour turnaround
Final federal return (DIY) Free Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any) $10 to $125 per state Each state where you qualified as foreign LLC

How Maine compares to other states

$75 puts Maine in the expensive tier for LLC dissolution, roughly $29 above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Maine sits at #42 from cheapest to most expensive.

Filing path matters as much as the fee. Maine's mail-only dissolution process means no instant-confirmation online submission; you mail the document and wait. Maine does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state
No
Public notice required No publication requirement
No
Member vote standard per operating agreement
per operating agreement
Attorney required DIY filing permitted
No
Online filing Not accepted
No
Mail filing Secretary of State, Division of Corporations, UCC and Commissions, 101 State House Station, Augusta, ME 04333-0101
Yes

Common pitfalls

The first Maine-specific trap is assuming online dissolution exists. It does not. Maine has online portals for formations and annual reports, but the Certificate of Cancellation is mail-only. People who try to file through the Annual Reports Online portal or a generic business portal end up waiting weeks for rejection before resending on paper. Mail the original signed form with a check.

The second is carrying an unfiled annual report into the cancellation year. Maine LLCs owe an $85 annual report by June 1 each year, and if you miss the June deadline before mailing MLLC-11C, the LLC loses good standing and accrues a $50 late fee. Nothing in the cancellation form explicitly requires the report to be current, but many filers get caught when the Secretary of State flags the entity for administrative issues. Either file MLLC-11C well before June 1 in the dissolution year, or file the annual report first and cancel after it posts.

What happens after the state accepts your filing

Once the Division accepts Form MLLC-11C, the LLC is terminated under Title 31 and no further Maine annual reports are due. Maine does not publish a specific holding period before the name becomes available, so another filer can take it once the entity is marked terminated. Wind up remaining obligations: pay creditors, distribute any remaining assets according to the operating agreement, and keep books, bank records, and tax filings for at least seven years to cover Maine's 3-year general audit window plus the federal 6-year extended statute. If the LLC had Maine employees, also close the Maine Revenue Services withholding account and notify the Maine Department of Labor separately.

Documents and filings checklist

  1. Written consent or meeting minutes

    Record the member vote to dissolve. Keep with corporate records.

  2. Certificate of Cancellation (Form MLLC-11C)

    Filed with $75 fee at Maine Secretary of State, Bureau of Corporations, Elections and Commissions, Division of Corporations. Form PDF.

  3. Final federal return

    Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.

  4. IRS Form 966

    Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.

  5. IRS EIN closure letter

    Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.

  6. State tax permit cancellations

    Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.

  7. Foreign-LLC withdrawals

    Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Maine Secretary of State, Bureau of Corporations, Elections and Commissions, Division of Corporations

Website
www.maine.gov/sos/corporations-commissions
Phone
(207) 624-7752
Email
CEC.Corporations@maine.gov
Mail
Division of Corporations, 101 State House Station, Augusta, ME 04333-0101
Office
Burton M. Cross Building, 111 Sewall Street, 4th Floor, Augusta, ME 04330
Hours
8:00 AM to 5:00 PM Eastern, Monday to Friday

Frequently Asked Questions

  • How much does it cost to dissolve a Maine LLC?

    The Certificate of Cancellation (Form MLLC-11C) costs $75 by mail to the Secretary of State, payable by check. Expedite is optional: $50 for 24-hour processing or $100 for same-day service, in addition to the $75 base fee. There is no separate tax clearance fee. A typical clean cancellation runs $75 to $175 in state fees plus whatever you owe in final Maine returns.

  • How long does Maine LLC dissolution take?

    Standard processing is about 30 days from the date the Division of Corporations receives your mailed Form MLLC-11C with a $75 check. Paid expedite brings that down to 24 hours ($50) or same day ($100). Maine does not offer online filing for cancellation, so factor in mail transit both ways on top of processing time.

  • Do I need a tax clearance certificate in Maine?

    No. Maine Revenue Services does not issue a clearance certificate, and the Secretary of State does not require one to accept Form MLLC-11C. The LLC still has to file final Maine income or partnership returns, close any withholding and sales tax accounts with MRS, and pay any outstanding balances, but the cancellation itself is not gated on clearance.

  • What vote is needed to dissolve a Maine LLC?

    Maine LLCs must have an operating agreement under 31 M.R.S.A. Section 1531, so the vote standard is whatever the agreement specifies. If the agreement is silent, 31 M.R.S.A. Section 1593 defaults to unanimous consent of the members. Document the vote in a written consent before mailing the Certificate of Cancellation. See Maine LLC formation for the operating agreement background.

  • Can I file Form MLLC-11C online?

    No. Maine offers online filing for formation documents and the annual report, but Certificate of Cancellation filings are mail-only to 101 State House Station, Augusta, ME 04333-0101. Include a $75 check payable to the Maine Secretary of State. Add $50 on top if you want 24-hour turnaround instead of the 30-day standard.

  • What happens if I just stop filing the Maine annual report?

    Miss the June 1 deadline and the LLC drops out of good standing, triggers a $50 late fee, and eventually gets administratively revoked. This is worse than voluntary cancellation because the entity stays on record in a suspended state, the $85 annual report obligation keeps accruing until revocation posts, and reinstatement costs more than a clean $75 cancellation would have. File MLLC-11C while you can still do it cleanly.

  • Do I still need to notify the IRS?

    Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. If the LLC had C-corp treatment, file IRS Form 966 within 30 days of the dissolution resolution. Close the EIN by letter. The IRS close-a-business page has the full checklist.

  • How long does LLC dissolution take in Maine?

    Mail filings take about 30 business days once received. Paid expedite for $50 cuts processing to 24 hours.

  • Can I file the Certificate of Cancellation (Form MLLC-11C) online?

    No. Maine accepts the dissolution filing only on paper by mail to Secretary of State, Division of Corporations, UCC and Commissions, 101 State House Station, Augusta, ME 04333-0101. Online filing is not currently available for dissolution.

  • What vote is required to dissolve a Maine LLC?

    Maine's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.

  • Does dissolution close my federal tax obligations?

    No. The Maine Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.

  • Will my LLC name become available for someone else to use after dissolution?

    In most cases yes. Maine typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Related

Sources

  • Filing fee: www.maine.gov/sos/cec/forms/mllc/mllc11c.pdf · verified April 21, 2026
    Maine Form MLLC-11C Certificate of Cancellation lists a $75 filing fee payable to the Maine Secretary of State. Mail-in paper filing only; Maine does not offer online filing of the Certificate of Cancellation.
  • Expedited: www.maine.gov/sos/sites/maine.gov.sos/files/content/assets/250c200-4.d… · verified April 21, 2026
    Maine Chapter 200 expedited service rules: 24-hour service $50; immediate (same-day) service $100. Each request must include the appropriate expedite fee in addition to the $75 filing fee. 24-hour tier recorded as the cheapest expedited option.
  • File online: www.maine.gov/sos/corporations-commissions/i-need-a-business-form/limi… · verified April 21, 2026
    Maine Secretary of State LLC Forms page. Maine does not offer online filing of LLC dissolution documents; Form MLLC-11C must be mailed in on paper.
  • Tax clearance required: www.maine.gov/revenue/taxes/business-taxpayer · verified April 21, 2026
    Maine Revenue Services does not require a tax clearance certificate before the Secretary of State will accept a Certificate of Cancellation. The LLC must file final Maine income/franchise, withholding, and sales tax returns to close its tax accounts, but no clearance certificate is attached to the SoS cancellation filing. Maine is sometimes mischaracterized as requiring clearance; as of 2026 the SoS form instructions do not require it.
  • Member vote standard: legislature.maine.gov/legis/statutes/31/title31sec1593.html · verified April 21, 2026
    31 M.R.S.A. Section 1593 (Maine Limited Liability Company Act). An LLC is dissolved upon the occurrence of events specified in the operating agreement or by unanimous consent of the members if the operating agreement is silent. Defers to operating agreement.
  • Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
    IRS closing-a-business checklist: final federal returns, final employment tax deposits, EIN account closure guidance.