LLC Voluntary Dissolution and Closure Packet
MAINE LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET
Scope gate. Use only for a consensual, solvent domestic LLC closing. Excludes disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, professional or regulated entities, and unresolved authority disputes.
1. ENTITY AND ROUTE CHECK
| Item | Information |
|---|---|
| Exact LLC name | [________________________________] |
| Maine charter number | [________________________________] |
| Registered agent/office | [________________________________] |
| Tax classification | ☐ Disregarded ☐ Partnership ☐ S corporation ☐ C corporation ☐ Other: [________] |
| Dissolution date | [__/__/____] |
| Person leading winding up | [________________________________] |
☐ State record, certificate, LLC agreement, amendments, and ownership records reviewed.
2. MAINE AUTHORIZATION GATE
31 M.R.S. § 1595 recognizes an LLC-agreement event, unanimous member consent, and a route after 90 consecutive days without a member.
☐ Exact statutory route and supporting facts documented.
☐ Agreement event or unanimous consent quoted and attached where applicable.
Member approval record
The undersigned unanimously approve dissolution of [LLC Name] effective [__/__/____], authorize winding up, and authorize [Name/Title] to file the certificate of cancellation after winding up is complete.
| Member | Approves | Signature | Date |
|---|---|---|---|
| [Name] | ☐ Yes ☐ No | [________________] | [__/__/____] |
| [Name] | ☐ Yes ☐ No | [________________] | [__/__/____] |
3. WINDING-UP PLAN
31 M.R.S. § 1596 limits a dissolved LLC to winding up, including collecting and disposing of assets, discharging or providing for liabilities, and distributing remaining property.
☐ Stop ordinary business except documented wind-up activity.
☐ Inventory and collect assets; identify debts, taxes, claims, guarantees, liens, and contingencies.
☐ Pay, resolve, or provide for liabilities before member distributions.
Claim and reserve log
| Claimant | Basis | Amount/status | Resolution/reserve |
|---|---|---|---|
| [Name] | [Basis] | [Amount] | [Resolution] |
Asset and distribution ledger
| Asset | Gross value | Costs/reserve | Net distribution | Recipient |
|---|---|---|---|---|
| [Description] | $[____] | $[____] | $[____] | [Name] |
4. TAX, EMPLOYEE, AND ACCOUNT CLOSURE
☐ Final payroll, benefits, federal and Maine tax and unemployment accounts, licenses, permits, and assumed names reviewed separately.
☐ Contracts, insurance, leases, bank, merchant, and digital accounts closed or assigned after outstanding items are resolved.
5. MAINE FILING PREPARATION
31 M.R.S. § 1533 permits a certificate of cancellation only after dissolution and completion of winding up. Current Form MLLC-11C, revised June 26, 2024, lists a $75 filing fee. Recheck the current form and fee immediately before filing.
☐ Winding up completed before Form MLLC-11C is filed.
☐ Exact LLC name, charter number, cancellation date, and signer authority verified.
☐ Filing acceptance, receipt, effective date, and rejection correspondence retained.
6. FOREIGN REGISTRATION INVENTORY
| Jurisdiction | Registration number | Withdrawal form | Tax clearance | Filed / accepted |
|---|---|---|---|---|
| [State/Country] | [Number] | [Form] | ☐ N/A ☐ Required | [__/__/____] |
7. FINAL CLOSURE CERTIFICATE
The undersigned certifies that authorization is attached; winding up was completed; liabilities were paid or provided for before distributions; the filing was accepted; separate tax, account, and foreign-withdrawal work was completed or assigned; and records will be retained at [Location] by [Custodian] through [Date].
Authorized person: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- Maine Legislature, 31 M.R.S. § 1595
- Maine Legislature, 31 M.R.S. § 1596
- Maine Legislature, 31 M.R.S. § 1533
- Maine Secretary of State, Form MLLC-11C
Statute, form, and fee facts above are verified as of 2026-07-27 and must be checked again immediately before filing.
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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