Question 1

Do I need tax clearance from Maine Revenue Services to dissolve my corporation?

Accepted Answer

No. Maine has no clearance step. There is no certificate to request, no written consent to attach, and no revenue-agency signature on either dissolution form. A term-by-term scan of the complete Chapter 14 dissolution text and of both form PDFs returns nothing for clearance, tax clearance, certificate of clearance, revenue service, Maine Revenue, good standing, or tax certificate. That is worth stating plainly, because filing-service and law-firm pages often describe a clearance step that Maine does not have. The underlying tax duties are real and unchanged: a final Maine corporate income tax return and the closing of state tax accounts still belong on the winding-up list. They simply are not something the Secretary of State verifies before stamping the articles.

Question 2

Which Maine dissolution form applies to my corporation, MBCA-11 or MBCA-11I?

Accepted Answer

Start with two facts about the corporation's history. If it issued shares or commenced business, use form MBCA-11, Articles of Dissolution, revision 3/17/2009, which recites that it is delivered under Section 1404 and is signed by a duly authorized officer or by the clerk. If no shares were ever issued, or the corporation never commenced business, a majority of the incorporators or initial directors may instead use form MBCA-11I, revision 8/2026, delivered under Section 1401. MBCA-11I makes the filer check exactly one box: none of the shares have been issued, or the corporation has not commenced business. Its item FIFTH then addresses the case where shares were issued, requiring that net assets remaining after winding up have gone to the shareholders. Where the facts sit near that line, an attorney review option is available.

Question 3

How much does Maine charge to file articles of dissolution?

Accepted Answer

Seventy-five dollars, and three Maine sources agree on it. Section 123(1)(S) of Title 13-C reads that for articles of dissolution the fee is $75. The Secretary of State's current forms-and-fees table lists MBCA-11 and MBCA-11I at $75.00 each. Both form faces print Filing Fee $75.00 in the top corner. Nothing in Section 123 adds a surcharge to that paragraph. Expedited processing is the only add-on, and it is set by rule rather than statute: the form cover letter prices next-business-day filing at $50 extra per entity and same-business-day filing at $100 extra per entity, with a single expedite fee covering several documents filed together for the same charter number. Articles of revocation of dissolution carry their own $75. A certificate of judicial dissolution carries no fee at all.

Question 4

Where do Maine articles of dissolution get filed, and do they need notarizing?

Accepted Answer

They go on paper to the Department of the Secretary of State, Corporations, UCC and Commissions, Corporate Examining Section, 101 State House Station, Augusta, ME 04333-0101, or to 6 E. Chestnut Street, 5th Floor, Augusta, ME 04330 when using FedEx or UPS. Online filing is not an option: Maine's online services catalog offers annual reports, name searches, address changes and UCC records, and dissolution appears nowhere on it. Payment is by check or money order payable to the Maine Secretary of State, or by credit-card voucher. No notary is involved. Section 121(6) of Title 13-C says a document delivered for filing may but need not contain a corporate seal, attestation, acknowledgment or verification, and neither form carries a notary block, jurat or seal line.

Question 5

Can a Maine corporation that is behind on its annual reports still dissolve?

Accepted Answer

It can dissolve, but expect to settle up with the Secretary of State first. Section 1404(4) is the provision to read: at the time of filing the articles, that office may require the corporation to file the annual report required under Section 1621 and pay any fees or penalties owed to it under Section 1420. Section 1420 covers unpaid fees or penalties, undelivered annual reports, and the annual-report late filing penalty under Section 1622. A domestic annual report is $85. The statute says may require, so this is discretion rather than an automatic bar, but a corporation with a gap in its filing history should budget for the catch-up rather than assume the articles will simply be accepted. On the MBCA-11I route the point is sharper still, because Section 1401(4) treats the annual report as a debt that must not remain unpaid.

Question 6

Who has to approve dissolving a Maine corporation?

Accepted Answer

One of three groups, depending on the route. Under Section 1402 the board proposes dissolution and must recommend it to the shareholders unless a conflict of interest or other special circumstance means it should make no recommendation, in which case it transmits the basis for proceeding that way. Approval then requires a majority of all the votes entitled to be cast on the proposal by the voting group, and a separate majority for any class or series voting as its own group. That threshold counts unvoted shares against the proposal, which matters in a company with absent holders. The articles of incorporation may lower it, but never below a majority of the votes cast at a meeting with a quorum. Under Section 1403, written consent of all shareholders suffices and no board resolution is needed. Under Section 1401, a majority of the incorporators or initial directors acts alone.

Question 7

Do I have to notify creditors when dissolving a Maine corporation?

Accepted Answer

No. Both of Maine's claimant-notice tools are permissive, and both run after the dissolution is already effective rather than as a precondition to filing. Section 1407(1) says a dissolved corporation may dispose of known claims by notifying its known claimants in writing at any time after the effective date of the dissolution. That written notice has to describe what a claim must contain, give a mailing address, set a deadline no fewer than 120 days from the notice's effective date, and warn that a late claim may be barred. A known claimant who misses the deadline is barred, and one whose claim is rejected is barred unless suit starts within 90 days after the rejection notice takes effect. Choosing to send nothing is permitted. It simply leaves the ordinary limitations period running instead of a 120-day clock.

Question 8

How long do claims against a dissolved Maine corporation stay enforceable?

Accepted Answer

That depends on whether the corporation published. Section 1408 lets a dissolved corporation publish notice of its dissolution one time in a newspaper of general circulation in the county where its principal office is or was last located, or in Kennebec County if it has none in Maine. The notice must state that claims are barred unless suit begins within 3 years after publication, and that 3-year bar then reaches claimants who got no written notice, claimants whose timely claims went unanswered, and contingent claims or claims based on later events. Without publication, no 3-year cut-off attaches. Dissolution alone ends very little: Section 1406 keeps corporate existence alive for winding up, preserves the ability to sue and be sued in the corporate name, and does not abate pending proceedings. Surviving claims reach undistributed assets, and reach shareholders up to the lesser of a pro rata share or what each received, capped at the total distributed.

Maine Articles of Dissolution

Find out where you stand in Maine

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Maine Requirements for Articles of Dissolution

No Tax Clearance Certificate or Revenue Consent

The Section 1404(4) Annual Report and Fees Condition

Form MBCA-11 or Form MBCA-11I

Filing Fee of $75, Paper Only, Expedite Extra

Shareholder Approval by a Majority of All Votes Entitled to Be Cast

Unanimous Written Consent Removes the Board Resolution

Optional Written Notice to Known Claimants, 120 Days Minimum

Optional Newspaper Publication and the 3-Year Bar

Frequently Asked Questions