LLC Administrative Dissolution and Involuntary Termination in Maine

Short answer Maine's Secretary of State may begin administrative dissolution for a listed fee, report, registered-agent, or knowingly false-filing ground. The Secretary serves a written determination, then dissolves the LLC if the ground remains uncorrected within the statute's 60-day period after notice is issued and perfected. The LLC continues only for winding up, may seek reinstatement within six years, and has its formation certificate canceled on the sixth anniversary if it remains dissolved.

State

Maine

Statute checked

September 26, 2026

Sources

11 statutes

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At a glance

Law, agency and LLC scope	31 M.R.S. §§ 1591–1593; Secretary of State may administratively dissolve a domestic LLC.
Grounds and trigger dates	Unpaid fee/penalty; missing annual report or late penalty; missing agent or unreported agent/address change or resignation; knowingly false material filing (§ 1591).
Agency notice	Secretary may start; must serve LLC written ground determination, by regular mail or rule-authorized medium to agent; mailed service perfected 5 days after postmarked mailing (§§ 1591, 1592(1), (8)).
Cure or response window	Secretary determines whether ground remains uncorrected within 60 days after notice is issued and perfected (§ 1592(2)); no separate statutory no-ground response form is specified.
Action and effective date	If ground persists, LLC is administratively dissolved; Secretary sends notice stating grounds and effective date (§ 1592(2)).
Status, activity and service	LLC continues but may transact only winding-up business; contracts and right to defend suits remain; registered-agent authority survives (§ 1592(3)–(5)).
Special routes and effects	LLC name protected 3 years after dissolution (§ 1592(6)); after 6 years Secretary cancels formation certificate (§ 1593(4)).
Route back and limits	Apply within 6 years; effective reinstatement relates back (§ 1593(1), (3)); after cancellation, Secretary may grant a separate purpose- and time-limited revival (§ 1604(1), (5)).

Requirements one by one

Notice and the correction period

The Secretary may begin proceedings over an unpaid fee or late penalty, missing annual report, missing or unreported registered agent change, or knowingly false material filing (§ 1591). A written grounds determination comes first (§ 1592(1)). For mailed notice, service is perfected five days after proper postmarked mailing; a rule-authorized delivery medium may also be used (§ 1592(8)). The Secretary determines whether the grounds remained uncorrected within 60 days after the notice was issued and perfected (§ 1592(2)).

Dissolution and limited operations

If a ground persists, the statute dissolves the LLC and directs the Secretary to send a notice stating the grounds and effective date (§ 1592(2)). The LLC continues in existence, but only to wind up (§ 1592(3)); contracts remain valid and the LLC can defend court proceedings (§ 1592(4)). Its registered agent retains authority (§ 1592(5)).

What trips people up

The LLC name is protected for three years after dissolution (§ 1592(6)), while the ordinary reinstatement application remains available for six years (§ 1593(1)). If no reinstatement occurs, the Secretary cancels the formation certificate on the sixth anniversary (§ 1593(4)). Section 1604(1) then permits a distinct revival only for a specified purpose and period; when the period ends, the earlier status returns (§ 1604(5)).

Common questions

Does a missed report instantly dissolve the LLC? No. It is a ground to begin a notice and correction process under §§ 1591–1592.

Does reinstatement start a new LLC? Effective reinstatement relates back to the date of administrative dissolution (§ 1593(3)).

Statutes and sources

31 M.R.S. § 1591: The Secretary “may commence a proceeding” on the six stated grounds. https://legislature.maine.gov/statutes/31/title31sec1591.html (accessed 2026-09-26).
31 M.R.S. § 1592(1)–(6), (8): Written grounds notice, 60-day correction determination, limited winding-up powers, surviving contracts and agent authority, name protection, and notice delivery. https://legislature.maine.gov/statutes/31/title31sec1592.html (accessed 2026-09-26).
31 M.R.S. § 1593(1), (3)–(4): Reinstatement within six years relates back; otherwise the Secretary cancels the certificate on the sixth anniversary. https://legislature.maine.gov/statutes/31/title31sec1593.html (accessed 2026-09-26).
31 M.R.S. § 1604(1), (5): A canceled LLC may receive a purpose- and time-limited revival from the Secretary. https://legislature.maine.gov/statutes/31/title31sec1604.html (accessed 2026-09-26).

Source links

Every statute quoted above, linked, with the date we checked it.

31 M.R.S. § 1591 · accessed 2026-09-26

31 M.R.S. § 1592(1)–(2) · accessed 2026-09-26

31 M.R.S. § 1592(3) · accessed 2026-09-26

31 M.R.S. § 1592(4) · accessed 2026-09-26

31 M.R.S. § 1592(5) · accessed 2026-09-26

31 M.R.S. § 1592(6) · accessed 2026-09-26

31 M.R.S. § 1592(8) · accessed 2026-09-26

31 M.R.S. § 1593(1) · accessed 2026-09-26

31 M.R.S. § 1593(3)–(4) · accessed 2026-09-26

31 M.R.S. § 1604(1) · accessed 2026-09-26

31 M.R.S. § 1604(5) · accessed 2026-09-26

This page gives general legal information about agency dissolution, cancellation, forfeiture, or termination of an ordinary domestic LLC. It is not legal or tax advice. The statute, the agency record, and the date and method of notice control a particular company's position. The table does not decide tax amounts, compliance, liability, or whether reinstatement will succeed. Confirm current official records and seek licensed advice for a specific company.

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