Nonprofit Corporation Voluntary Dissolution Filing Requirements in Maine

At a glance

Requirements one by one

Approval and notices

Section 1101(1)(A) requires the board’s recommendation and member vote when members have dissolution voting rights. The vote measures the entitlement represented at the meeting, including permitted proxies, rather than only affirmative and negative ballots. Articles may demand a greater vote. Sections 604–605 govern voting rights and quorum; the default quorum is one-tenth of the votes entitled to be cast.

The unanimous written-consent alternative expressly dispenses with director action. Its statement of intent includes the signed consent and certification of all required signatures. Section 606 places member consents in the corporate records. Sections 705–707 supply board notice, meeting vote and unanimous-consent rules.

The dissolution-purpose member notice follows § 603: the default window is ten through fifty days, subject to the articles or bylaws. Section 1104-A requires bylaws to provide for asset disposal.

Two filings and execution

Section 1101’s intent statement reports the name, officers and directors with addresses, resolution, voting membership, and votes for and against. Filing restricts the corporation to winding up while existence continues. Section 1104’s final articles follow payment or adequate provision for debts and distribution of remaining assets; they also certify the prior intent filing and its date and the treatment of pending suits.

Section 104 permits the clerk or secretary, board chair, president or another officer to sign ordinary documents; where directors are absent, designated members may sign. It requires printed signer names and capacities, a document title and registered-office address. Section 106 requires a certificate of custody of minutes for member action and makes documents effective as of filing.

Section 1401(17)–(18) charges $10 for each ordinary dissolution filing. Section 1104 ends corporate existence on final filing, subject to preserved proceedings and appropriate corporate action.

Reversal

Sections 1102–1103 allow revocation before final articles. The meeting route parallels the board recommendation and represented-member majority, or majority directors in office when members cannot vote. A unanimous consent route also addresses proceedings previously authorized by written consent. Filing the revocation statement makes reversal effective and permits activities to resume; § 1401(19) sets a $5 fee.

What trips people up

The incorporator shortcut in § 1101-A requires that the corporation has carried on no activities and has no unpaid debts, including annual-report compliance and Secretary of State fees or penalties. A majority of incorporators execute the articles; director action is unnecessary.

For public-benefit corporations, § 1104(1)(D) limits the residual recipient to a public-benefit corporation with substantially similar activities or another entity through the specified approved conversion plan.

Section 1117 permits a discretionary revival after dissolution for specified purposes and a specified period. This differs from continuing ordinary operations after a timely revocation. The certificate identifies the organization, former agent, requesting parties, purposes and needed period; status returns when the period expires. Section 1401(36) charges $25.

Common questions

Who can handle property left undistributed after dissolution? Under § 1111(2), directors at dissolution, or their survivors, become liquidating trustees with authority to dispose of that property.

Can an existing claim still be pursued? Section 1111(1) preserves pre-dissolution claims and liabilities when proceedings begin within two years; corporate-name litigation and appropriate protective action remain available.

Statutes and sources

13-B M.R.S. § 104

Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirements shall mean that: 1. Signature required. The document must be signed: A. In the case of articles of incorporation, by the incorporator or incorporators; B. In the case of other documents: (1) By the clerk or secretary; (2) By the chair of the board of directors of a foreign corporation or a domestic corporation, by its president or by another of its officers; or (4) If there are no directors, then by a specific member or members as may be designated by the members at a lawful meeting; C. In the case of annual reports, as provided in section 1301, subsection 3; or [PL 1997, c. 376,

Official statute (accessed 2026-09-30).

13-B M.R.S. § 106

1. Meaning of filing. Whenever any provision of this Act requires any document to be delivered for filing, or filed in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirement shall mean that: A. The original or a duplicate original of the document shall be delivered to the Office of the Secretary of State; B. If the document records, reflects or depends upon any action taken by a vote or the consent of the members, the document shall include or be accompanied by a certificate of the clerk, the secretary or an assistant secretary of the corporation stating that he has in his custody minutes properly reflecting such action by the members; C. All fees required for filing the document shall be tendered to the Secretary of State; D. Upon delivery of the document and upon tender of the required fees, if the Secretary of State finds that the document conforms to the requirements of rules promulgated in accordance with this Act, the Secretary of State shall certify that the document has been filed in the Secretary of State's office by endorsing thereon the word "filed" and the day, month and year thereof, and by signing or initialing such endorsement in person or by agent; if the person delivering the document for filing so requests, such endorsement shall further include the hour and minute of the filing of the document. Such endorsement shall be known as the "filing date" of the document and shall be conclusive of the date, and the time if included in the endorsement, of filing in the absence of actual fraud. An identifying mark may be used in lieu of signing or initialing. The filing date shall be the date first received unless otherwise specified by law or rule. The Secretary of State shall thereafter file and index the original; E. The Secretary of State shall promptly make a copy of the original and shall attest the copy by making upon it the same endorsement which is required to appear upon the original, together with a further endorsement that the copy is a true copy of the original document; and [PL 1991, c. 465,

Official statute (accessed 2026-09-30).

13-B M.R.S. § 603

1. Written notice of meetings. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. 2. Affidavit of designated officer prima facie evidence of facts stated therein. An affidavit of the officer designated under subsection 1, or of such other person who gave notice as required by this section, that such notice has been given shall in the absence of fraud be prima facie evidence of the facts stated therein. 3. Notice of adjourned meeting. When a meeting is adjourned, for whatever reason, for 30 days or more, notice of the adjourned meeting must be given as provided by this section. Notice of a meeting adjourned for less than 30 days need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the meeting at which the adjournment was taken.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 604

1. Members entitled to vote. The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members. 2. Members to vote in person or by proxy; validity. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail or by electronic transmission. 3. Cumulative voting for directors not permitted. The articles of incorporation or the bylaws shall not permit cumulative voting for directors. Any provision purporting to permit cumulative voting shall be void. 4. Corporations with no right to vote. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power. 5. Voting by electronic transmission; voting remotely. The bylaws may provide, or the board of directors or members may determine, that some or all votes by members, as well as actions taken in accordance with section 606, may be conducted by electronic transmission under procedures established by the corporation. If the board of directors adopts guidelines and procedures under section 602, subsection 1 authorizing members to vote by means of remote communication, votes may be conducted remotely. A vote conducted by electronic transmission or remotely must be filed with the minutes of members' meetings and has the same effect as an in-person vote or a vote by proxy, and votes conducted remotely must be counted for quorum purposes.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 605

1. Members entitled to vote. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding 1/10 of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by this Act, the articles of incorporation or the bylaws. 2. Meeting with less than a quorum. The members present at a duly called or held meeting at which a quorum was once present may continue to do business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 606

Any action required or permitted under this Act to be taken at a meeting of the members may be taken without a meeting if written consents, setting forth the action so taken, are signed by all the members entitled to vote on such action and are filed with the clerk of the corporation as part of the corporate records. Such written consents shall have the same effect as a unanimous vote of the members and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of State, and in any certificate or document prepared or certified by any officer of the corporation for any purpose.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 705

1. Purpose of meeting; business transacted not specified in notice. Meetings of the board of directors, regular or special, may be held either within or without this State, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless the articles, the bylaws or this Act so requires. 2. Participation at meetings by conference telephone. Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 706

1. Quorum fixed by bylaws. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws, but in no event shall a quorum consist of less than 1/5 of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this Act, the articles of incorporation or the bylaws. 2. Special meetings. Special meetings of the directors may be called by the chairman of the board, the president, or if he is absent or is unable to act, by any vice-president, by any 2 directors, or by any other person or persons authorized by the bylaws.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 707

Unless otherwise provided by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee of the directors, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1101

1. Manner of dissolution. A corporation may dissolve and wind up its activities in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice, stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. B. If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. C. If all the members entitled to vote by the articles of incorporation authorize the dissolution of the corporation by written consent, upon the execution of such written consent, a statement of intent to dissolve shall be executed and delivered for filing, as provided by sections 104 and 106 and shall set forth the name of the corporation, the names and respective addresses of its officers and directors, a copy of the written consent signed by all the members of the corporation, and a statement that such written consent has been signed by all members of the corporation entitled to vote. Voluntary dissolution pursuant to this section does not require any vote or action of the directors. 2. Cessation of activities; notice. Upon the adoption of such resolution by the members, or by the board of directors if there are no members, or no members entitled to vote thereon, the corporation shall cease to conduct its activities except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this Act. 3. Provision for prescribing dissolution. The articles of incorporation of any corporation may contain a provision prescribing for approval of any resolution to dissolve the corporation a vote greater than, but in no event less than, that prescribed by subsection 1. 4. Statement of intent. Upon the adoption of such resolution, a statement of intent to dissolve shall be executed and delivered for filing, as provided by sections 104 and 106, and shall set forth: (1) The name of the corporation; (2) The names and respective addresses of its officers and directors; (3) A copy of the resolution adopted by the members or directors authorizing the dissolution of the corporation; (4) The number of members entitled to vote; and (5) The number of members voted for and against the resolution, respectively. 5. Cessation of activities. Upon the filing by the Secretary of State of a statement of intent to dissolve, the corporation shall cease to carry on its activities, except insofar as may be necessary or appropriate for the winding up thereof, but its corporate existence shall continue until the filing date of the articles of dissolution, or until a decree dissolving the corporation has been entered by a court of competent jurisdiction.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1101-A

A corporation that has not carried on activities may be voluntarily dissolved by its incorporator or incorporators at any time after the filing date of its articles of incorporation in the following manner. 1. Articles of dissolution. Articles of dissolution must be executed by a majority of the incorporators and delivered for filing, as provided by sections 104 and 106, and must set forth: A. The name of the corporation; B. The filing date of its articles of incorporation; C. That the corporation has not carried on activities; D. That no debts of the corporation remain unpaid, including the filing of the annual report as required by section 1301 and any fees or penalties owed to the Secretary of State under section 1112; and E. That a majority of the incorporators consent to the dissolution of the corporation. 2. Corporation's existence ceases. On the filing date of the articles of dissolution, the existence of the corporation ceases. 3. No vote or action of directors. Dissolution pursuant to this section does not require any vote or action of the directors.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1102

A corporation may, at any time prior to the filing of the articles of dissolution by the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner. [PL 1977, c. 525, §13 (NEW).] 1. Notice. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes which members present at the meeting or represented by proxy are entitled to cast. 2. When no members entitled to vote on revocation. If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. 3. Statement of revocation of voluntary dissolution proceeding. If all the members entitled to vote revoke voluntary dissolution proceeding previously authorized by written consent at any time prior to the date of filing the articles of dissolution by the Secretary of State, upon execution of the written consent, a statement of revocation of voluntary dissolution proceeding shall be executed and delivered for filing as provided by sections 104 and 106, and this statement shall set forth the name of the corporation, the names and respective addresses of its officers and directors, a copy of the written consent signed by all members of the corporation, revoking the voluntary dissolution proceedings, that the written consent has been signed by all members of the corporation.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1103

Upon the filing by the Secretary of State of a statement of revocation of voluntary dissolution proceedings, whether by resolution of the board approved by the members or by action of the board in the absence of any members, or any members entitled to vote thereon, the revocation of the voluntary dissolution proceedings shall become effective, and the corporation may again carry on its activities.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1104

1. Certification provided. If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation have been paid and discharged, or adequate provision has been made therefor, and all remaining property and assets of the corporation have been distributed as provided in paragraph D, articles of dissolution shall be executed and delivered for filing as provided by sections 104 and 106, and such articles shall set forth: A. The name of the corporation; B. That the Secretary of State has previously filed a statement of intent to dissolve the corporation and the date on which such statement was filed; C. That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; D. That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interests, or have been otherwise distributed pursuant to the articles or bylaws of the corporation, as long as the remaining property and assets of a public benefit corporation are transferred to a public benefit corporation engaged in activities substantially similar to those of the dissolving or liquidating corporation or to another entity pursuant to a conversion plan approved pursuant to Title 5, sections 194‑B to 194‑K; and [PL 2001, c. 550, Pt. C, §23 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] E. That there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit. 2. Existence of corporation ceased. Upon the filing date of the articles of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by and against the members, directors and officers as provided in this Act.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1104-A

After the effective date of this section, a domestic corporation organized under this Title or a domestic corporation filing an annual report under section 1301 shall provide for the disposal of the corporation's assets in its bylaws.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1111

1. Survival of remedy. The dissolution of a corporation, either by the filing by the Secretary of State of the articles of dissolution or by a decree of court, shall not take away or impair any remedy available to or against such corporation, its directors, officers or members for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. 2. Liquidating trustees. After dissolution of a corporation, the directors as of the date of dissolution, or the survivors of such directors, shall be deemed liquidating trustees of the corporation with authority to take all action necessary or appropriate to dispose of any undistributed property of the corporation.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1117

1. Determination of need to revive corporation. If the Secretary of State finds that a nonprofit corporation has dissolved in any manner under this chapter and that the nonprofit corporation should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the nonprofit corporation. 2. Certificate of revival. The certificate of revival must include: A. The name of the nonprofit corporation and its original date of incorporation; B. The name of the nonprofit corporation's registered agent and the address of its registered agent at the time of dissolution; C. The name and address of the party or parties requesting the revival; D. The purpose or purposes for which revival is requested; and E. The time period needed to complete the purpose or purposes specified under paragraph D. [PL 2007, c. 231, §10 (NEW).] 3. Notice of revival. The Secretary of State shall issue a notice to the nonprofit corporation to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival under this section. 4. Termination of revival. When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall send a notice to the nonprofit corporation at the address provided in subsection 2, paragraph C that the status of the nonprofit corporation has returned to the status prior to filing the certificate of revival under this section.

Official statute (accessed 2026-09-30).

13-B M.R.S. § 1401

17. Articles of dissolution. Articles of dissolution, as provided by section 1104, $10; 18. Statement of intent. Statement of intent to dissolve as provided by section 1101, $10; 19. Statement of revocation. Statement of revocation of voluntary dissolution proceedings, as provided by section 1102, $5; 36. Certificate of revival after dissolution. Certificate of revival after dissolution for a domestic nonprofit corporation, as provided in section 1117, $25.

Official statute (accessed 2026-09-30).

The Revisor provides this notice with the statutory text:

All copyrights and other rights to statutory text are reserved by the State of Maine. The text included in this publication reflects changes made through the First Special Session of the 132nd Maine Legislature and is current through October 1, 2025. The text is subject to change without notice. It is a version that has not been officially certified by the Secretary of State. Refer to the Maine Revised Statutes Annotated and supplements for certified text.