Nonprofit Corporation Administrative Dissolution and Reinstatement in Maine

At a glance

Requirements one by one

Grounds and notice

Section 1112 lists unpaid fees or penalties, an undelivered annual report or unpaid late penalty, missing or unreported registered-agent information, and a knowingly false material filing. Section 1301(1) requires domestic corporations, unless excused, to deliver an annual report to the Secretary of State.

Under § 1113(1), (2), and (7), the Secretary mails a written ground notice to the registered agent. Service is perfected five days after proper mailing, and the corporation has 60 days after the notice is issued and perfected to correct the grounds. If they remain uncorrected, the corporation is administratively dissolved, and the Secretary sends a notice stating the grounds and effective date.

Effect of dissolution

Section 1113(3)–(5) continues corporate existence only for winding up, preserves the registered agent's authority, and protects the corporate name in state records for three years. The Secretary also notifies the Attorney General when a public benefit corporation is dissolved under subsection (6).

Reinstatement and review

Under § 1114(1)–(3), a nonprofit may apply within six years, stating its name, dissolution date, eliminated or nonexistent grounds, and compliant name. The Secretary cancels dissolution when the application is correct and accompanied by the § 1401(35) fee. That fee depends on the default: for an unfiled annual report, $25 per report, capped at $150. Reinstatement relates back to the dissolution date.

Section 1118 provides a distinct application after six years. It requires proof that the signing officer or director is authorized, eliminated grounds, a compliant or amended name, an attestation that no lawsuits are pending, and reasons for seeking reinstatement. The Secretary may deny this late application for material misstatements; effective reinstatement also relates back.

A written denial of the ordinary application must give reasons. Section 1115 allows appeal to Superior Court within 30 days after the denial notice date, with specified documents attached.

What trips people up

The three-year name protection in § 1113(5) does not end eligibility to apply for reinstatement. Section 1114 allows six years, and § 1118 adds a late route with different proof. A late applicant must attest that no lawsuits are pending (§ 1118(1)(E)).

Common questions

Does dissolution immediately erase the corporation?

No. Section 1113(3) keeps it in existence for winding up, and subsection (4) keeps the registered agent's authority.

Is the late application automatic if fees are paid?

No. Section 1118(1)–(2) requires additional statements and documents and allows denial for material misstatements.

Where can a denied applicant appeal?

Section 1115(2) specifies the Superior Court in the county of the principal office, or Kennebec County if there is no principal office in Maine.

Statutes and sources

13-B M.R.S. § 1112

§1112. Grounds for administrative dissolution Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1113 to administratively dissolve a corporation if: [PL 2003, c. 631, §3 (NEW).] 1. Nonpayment of fees or penalties. The corporation does not pay when they are due any fees or penalties imposed by this Title or other law; [PL 2003, c. 631, §3 (NEW).] 2. Failure to file annual report. The corporation does not deliver its annual report to the Secretary of State as required by section 1301; [PL 2003, c. 631, §3 (NEW).] 3. Failure to pay late filing penalty. The corporation does not pay the annual report late filing penalty as required by section 1302; [PL 2003, c. 631, §3 (NEW).] 4. Failure to maintain registered agent. The corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1; [PL 2007, c. 323, Pt. B, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 5. Failure to notify of change of registered agent or address. The corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111; or [PL 2007, c. 323, Pt. B, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 6. Filing of false information. An incorporator, director, officer or agent of the corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing. [PL 2003, c. 631, §3 (NEW).]

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1112.html (accessed 2026-09-29).

13-B M.R.S. § 1113

§1113. Procedure for and effect of administrative dissolution 1. Notice of determination to administratively dissolve corporation. If the Secretary of State determines that one or more grounds exist under section 1112 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination as required by subsection 7. [PL 2007, c. 323, Pt. B, §10 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 2. Administrative dissolution. The corporation is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the corporation has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the corporation as required by subsection 7 that recites the ground or grounds for dissolution and the effective date of dissolution. [PL 2007, c. 323, Pt. B, §11 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 3. Effect of administrative dissolution; prohibition. A corporation administratively dissolved continues its corporate existence but may not carry on any activities in this State except as necessary to wind up the activities of the corporation. [PL 2003, c. 631, §3 (NEW).] 4. Authority of registered agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent. [PL 2003, c. 631, §3 (NEW).] 5. Protecting corporate name after administrative dissolution. The name of a corporation remains in the Secretary of State's record of corporate names and is protected for a period of 3 years following administrative dissolution. [PL 2003, c. 631, §3 (NEW).] 6. Notice to Attorney General in case of public benefit corporation. In the case of a public benefit corporation, the Secretary of State shall notify the Attorney General of the administrative dissolution of the corporation under this section. [PL 2003, c. 631, §3 (NEW).] 7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the corporation. [PL 2007, c. 323, Pt. B, §12 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1113.html (accessed 2026-09-29).

13-B M.R.S. § 1114

§1114. Reinstatement following administrative dissolution 1. Application for reinstatement. A corporation administratively dissolved under section 1113 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. The application must: A. State the name of the corporation and the effective date of its administrative dissolution; [PL 2003, c. 631, §3 (NEW).] B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and [PL 2003, c. 631, §3 (NEW).] C. State that the corporation's name satisfies the requirements of section 301‑A. [PL 2003, c. 631, §3 (NEW).] [PL 2003, c. 631, §3 (NEW).] 2. Reinstatement after administrative dissolution. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 1401, subsection 35, and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 1113, subsection 7 to deliver the notice to the corporation. [PL 2007, c. 323, Pt. B, §13 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 3. Effect of reinstatement. When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes activities as if the administrative dissolution had not occurred. [PL 2003, c. 631, §3 (NEW).]

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1114.html (accessed 2026-09-29).

13-B M.R.S. § 1115

§1115. Appeal from denial of reinstatement 1. Denial of reinstatement. If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation as required under section 1113, subsection 7 with a written notice that explains the reason or reasons for denial. [PL 2007, c. 323, Pt. B, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 2. Appeal. A corporation may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the corporation's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial. [PL 2003, c. 631, §3 (NEW).] 3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved corporation or may take other action the court considers appropriate. [PL 2003, c. 631, §3 (NEW).] 4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings. [PL 2003, c. 631, §3 (NEW).]

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1115.html (accessed 2026-09-29).

13-B M.R.S. § 1118

§1118. Late reinstatement of nonprofit corporation after administrative dissolution 1. Application to reinstate nonprofit corporation. A nonprofit corporation that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the corporation and the effective date of its administrative dissolution; [PL 2015, c. 254, §1 (NEW).] B. Provide a statement together with supporting documentation that the officer or director signing the application is duly authorized to act for the corporation; [PL 2015, c. 254, §1 (NEW).] C. Establish that the grounds for dissolution either did not exist or have been eliminated; [PL 2015, c. 254, §1 (NEW).] D. Demonstrate that the corporation's name satisfies the requirements of section 301-A or that the corporation is filing an amendment to change the name to satisfy the requirements of section 301‑A; [PL 2015, c. 254, §1 (NEW).] E. Attest that no lawsuits are pending against the corporation; and [PL 2015, c. 254, §1 (NEW).] F. Explain the reason or reasons that reinstatement is being requested. [PL 2015, c. 254, §1 (NEW).] [PL 2015, c. 254, §1 (NEW).] 2. Determination of need to reinstate nonprofit corporation. If the Secretary of State determines that the application satisfies the requirements of subsection 1 and is accompanied by the reinstatement fee set forth in section 1401, subsection 35, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State may deny reinstatement if there are material misstatements provided in the application. The Secretary of State shall use the procedures set forth in section 1113, subsection 7 to deliver the notice to the corporation. [PL 2015, c. 254, §1 (NEW).] 3. Effect of reinstatement. When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes activities as if the administrative dissolution had not occurred. [PL 2015, c. 254, §1 (NEW).]

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1118.html (accessed 2026-09-29).

13-B M.R.S. § 1301

1. Annual report. Each domestic corporation, unless excused as provided in subsection 5, and each foreign corporation authorized to carry on activities in this State shall deliver for filing, within the time prescribed by this Act, an annual report to the Secretary of State setting forth:

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1301.html (accessed 2026-09-29).

13-B M.R.S. § 1401

35. Reinstatement fee after administrative dissolution of domestic or foreign corporation. For failure to file an annual report, a fee of $25 per report, to a maximum fee of $150, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, $25; for failure to appoint or maintain a registered agent, $25; for failure to notify the Secretary of State that its registered agent or the address of the registered agent has been changed or that its registered agent has resigned, $25; and for filing false information, $25; and [PL 2015, c. 254, §2 (AMD).]

Source: https://legislature.maine.gov/statutes/13-b/title13-Bsec1401.html (accessed 2026-09-29).