Voluntary LLC Dissolution and Cancellation Requirements in Maine

At a glance

Requirements one by one

The default voluntary approval is unanimous

31 M.R.S. § 1595 recognizes an agreement-specified dissolution event or circumstance. Otherwise, all members must consent.

Dissolution starts a limited wind-up existence

Under 31 M.R.S. § 1596, the LLC continues until cancellation but may act only to wind up: collect assets, dispose of property, address liabilities, distribute the remainder, and take other necessary steps. Existing and new proceedings may continue in the LLC's name.

31 M.R.S. § 1597 gives the remaining members the wind-up role. If no members remain, all holders of the last member's transferred interest appoint a person.

Both claim-bar procedures are optional

31 M.R.S. § 1599 permits written known-claim notice. It must allow at least 120 days for submission; after rejection, the claimant has 90 days to sue.

31 M.R.S. § 1600 separately permits one newspaper publication in the principal- office county or, if none in Maine, Kennebec County. It creates a three-year action period for covered unknown, unacted-on, contingent, and later-event claims. A publishing LLC may ask the Superior Court to set security for contingent, unknown, and reasonably foreseeable later claims; complying with the order protects distribution recipients from those claims.

Creditors come before transferable-interest owners

31 M.R.S. § 1601 first pays or adequately provides for creditors, including members who are creditors. It then returns unreturned contributions and divides the remainder according to the owners' pre-dissolution distribution shares.

Unbarred claims may reach undistributed assets. After a distribution, § 1600 limits a member's or transferee's exposure to the lesser of the proportionate claim or assets received, with a total cap equal to the assets received.

One $75 filing cancels the formation certificate

After dissolution and completed winding up, 31 M.R.S. § 1533 requires a Certificate of Cancellation. Current Form MLLC-11C states the original formation date, dissolution and date if known, and filing-date or delayed effectiveness.

31 M.R.S. § 1676 requires an authorized signer. If no members remain, the wind- up person signs. An agent or attorney-in-fact may sign without filing the power.

31 M.R.S. § 1680 and Form MLLC-11C set the fee at $75. The form is mailed with payment to the Corporations Division. Optional next-business-day service adds $50; same-day service adds $100.

31 M.R.S. § 1674 makes the filing effective immediately unless it states a delayed time/date, capped at 90 days. Cancellation ends the limited wind-up existence described in § 1596.

Maine permits a limited post-cancellation revival

31 M.R.S. § 1604 lets an interested party apply for revival after cancellation, but only for specified purposes and a specified period approved by the Secretary of State. The filing fee is $150. When the period expires, the LLC returns to its prior status.

Cancellation also leaves 31 M.R.S. § 1544's member-liability protection in place; membership alone does not make a person liable for the LLC's debts.

What trips people up

Dissolution and cancellation are separate. Dissolution starts winding up; Form MLLC-11C removes the LLC from the Secretary of State's active records only when the cancellation becomes effective.

Maine's publication route does more than shorten a limitations period. It also opens the court-set-security procedure for contingent, unknown, and reasonably foreseeable later claims.

Common questions

Does Maine require tax clearance with the cancellation filing?

Neither 31 M.R.S. § 1533 nor current Form MLLC-11C lists a termination-specific tax-clearance, good-standing, or final-return certificate.

Must every dissolving LLC publish?

No. Sections 1599 and 1600 use “may” for the written-notice and publication procedures. They are optional claim-management routes.

Can a cancelled LLC ever be revived?

Yes, for a limited purpose and period approved under § 1604. It is not an automatic return to indefinite ordinary business.

Statutes and sources

• 31 M.R.S. §§ 1595 to 1601 — dissolution, wind-up existence and actors, claim procedures, reserves, recipient liability, and distribution order. https://legislature.maine.gov/statutes/31/title31sec1595.html through https://legislature.maine.gov/statutes/31/title31sec1601.html (accessed 2026-07-28)
• 31 M.R.S. §§ 1533 and 1544 — cancellation and continuing member-liability protection. https://legislature.maine.gov/statutes/31/title31sec1533.html and https://legislature.maine.gov/statutes/31/title31sec1544.html (accessed 2026-07-28)
• 31 M.R.S. §§ 1604, 1674, 1676, and 1680 — limited revival, effectiveness, signer, and fees. https://legislature.maine.gov/statutes/31/title31sec1604.html, https://legislature.maine.gov/statutes/31/title31sec1674.html, https://legislature.maine.gov/statutes/31/title31sec1676.html, and https://legislature.maine.gov/statutes/31/title31sec1680.html (accessed 2026-07-28)
• Maine Secretary of State Form MLLC-11C and LLC forms page — current form, $75 fee, mail method, and expedite choices. https://www.maine.gov/sos/sites/maine.gov.sos/files/inline-files/mllc11c.pdf and https://www.maine.gov/sos/corporations-commissions/i-need-a-business-form/limited-liability-company-forms (accessed 2026-07-28)