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How to Dissolve a Corporation in Maine (Articles of Dissolution, $75)

Updated September 4, 2026. Quick answer: a Maine for-profit corporation dissolves by filing Articles of Dissolution under 13-C M.R.S.A. §§ 1402 to 1404 for $75, and Maine does not gate the filing on a tax clearance certificate.

The filing, and what Maine calls it

Under the Maine Business Corporation Act, the board of directors proposes dissolution and (absent a conflict of interest) recommends it to shareholders, who approve by a majority of votes entitled to be cast in each voting group at a quorate meeting, or dissolution may instead be approved by written consent of all shareholders without a board resolution (13-C M.R.S.A. §§1402-1403). Once authorized, the corporation files Articles of Dissolution (Form MBCA-11) with the Secretary of State’s Corporate Examining Section, stating the corporation’s name, the date and effective date of dissolution, and (if shareholder-approved) a statement that approval followed the required procedure (§1404). A corporation that has not issued shares or commenced business may instead use the simplified incorporator/initial-director procedure under §1401 (Form MBCA-11I).

The tax clearance question

Maine does not gate the Articles of Dissolution on a tax clearance certificate. 13-C M.R.S.A. §1404(4) specifies that at the time of filing, the Secretary of State may require the corporation to file the annual report required under the chapter and pay any fees or penalties owed to the Secretary of State; the statute limits the SOS’s own gating conditions to its annual report and its own fees, and does not condition acceptance on a Maine Revenue Services tax clearance certificate. Maine Revenue Services’ own final-return process (marking the corporate income tax return as a final return, closing sales-tax and withholding accounts) is a separate, self-reported administrative step, not a certificate that must be obtained before the Secretary of State will accept the Articles of Dissolution. (13-C M.R.S.A. §1404(4); not otherwise applicable to voluntary dissolution filing) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.

Creditors and the claims window

Maine makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. A dissolved corporation may notify known claimants in writing; the notice must set a claim deadline of not fewer than 120 days from the notice’s effective date, after which a claim (other than one already liquidated, matured, and undisputed) may be barred. The corporation may also publish notice for other claimants, barring claims not enforced within 3 years of the publication date (13-C M.R.S.A. §1408). (13-C M.R.S.A. §§ 1407 (known claims), 1408 (other claims))

What the filing costs

The Articles of Dissolution carries a $75 filing fee. The Articles of Dissolution filing fee is $75.00 for normal processing; a 24-hour expedited filing adds $50, and same-business-day expedited filing adds $100 per entity.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Maine’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in Maine instead, the filing, fee and statute are different: see dissolving an LLC in Maine.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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