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LIMITED LIABILITY COMPANY DISSOLUTION MAINE Electronic Version STATUTORY REFERENCE MAINE REVISED STATUTES, Title 31, Chapter 21 INTRODUCTORY NOTES AND LAW SUMMARY The articles of organization of a limited liability company are canceled upon the dissolution and the completion of winding up of the limited liability company or at any other time that there are no members. A certificate of cancellation must be filed with the Secretary of State and must set forth: A. The name of the limited liability company; B. The date of filing of its articles of organization C. The reason for filing the certificate of cancellation; D. The future effective date or time of cancellation, which must be a date or time certain, if it is not to be effective upon the filing of the certificate; and A limited liability company is dissolved and its affairs are wound up upon the first to occur of the following: A. At the time or upon the happening of events specified in a limited liability company operating agreement or articles of organization; B. The written consent of all members; or C. The withdrawal of a member. D. The entry of decree of judicial dissolution. Unless otherwise provided in the operating agreement or articles of organization, the managers or, if there is no manager, a majority in interest of the members may wind up a limited liability company's affairs. (The Superior Court, upon cause shown, may wind up a limited liability company's affairs upon application of a member or a member's legal representative or assignee and in connection with the winding up may appoint a liquidating trustee.) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation, the persons winding up a limited liability company's affairs in the name of and for and on behalf of the limited liability company may prosecute and defend suits, whether civil, criminal or administrative, settle and close a limited liability company's business, dispose of and convey a limited liability company's property, discharge or make reasonable provision for a limited liability company's liabilities and distribute to the members any remaining assets of a limited liability company, all without affecting the liability of members and without imposing liability on the liquidating trustee. After an event causing dissolution of a limited liability company, a member may bind a limited liability company: A. By an act appropriate for winding up a limited liability company's affairs or completing transactions unfinished at dissolution; and B. By a transaction that would have bound a limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. The filing of the certificate of cancellation is presumed to constitute notice of dissolution. An act of a member that is not binding on a limited liability company pursuant to statutory provisions is binding if it is otherwise authorized by the limited liability company. An act of a member that is binding under statutory provisions or otherwise authorized but is in contravention of a restriction on authority does not bind a limited liability company to persons having knowledge of the restriction. If the articles of organization provide that management of a limited liability company vests in managers, a manager has the authority of a member and that member does not have that authority if acting solely in the capacity of a member. Upon the winding up of a limited liability company, the assets must be distributed as follows: A. To the creditors, including members who are creditors, in satisfaction of liabilities of a limited liability company whether by payment or the making of reasonable provision for payment, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members; B. Unless otherwise provided in the operating agreement or articles of organization, to members and former members in satisfaction of liabilities for distributions; and C. Unless otherwise provided in the operating agreement or articles of organization, to members: (1) For the return of their contributions; and (2) Respecting their membership interests, in the proportions in which the members share in distributions. A limited liability company that has dissolved must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to that limited liability company and all claims and obligations that are known to that limited liability company but for which the identity of the claimant is unknown. If there are sufficient assets, the claims and obligations must be paid in full and any such provision for payment made must be made in full. If there are insufficient assets, the claims and obligations must be paid or provided for according to priority and among claims and obligations of equal priority ratably to the extent of assets available. Unless otherwise provided in an operating agreement or the articles of organization, any remaining assets must be distributed as provided in this chapter. A dissolved limited liability company may publish a notice of its dissolution that requests that persons with claims against a limited liability company present them in accordance with the notice set forth by statute. The notice must: A. Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office is located or, if none in this State, where its registered office is or was last located; B. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; C. State that a claim against a limited liability company will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of the notice. If the dissolved limited liability company publishes a newspaper notice and files a certificate of cancellation as required by law, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within 5 years after the later of publication date of the newspaper notice or the filing of the certificate of cancellation: A. A claimant who did not receive written notice of the dissolution; B. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; and C. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced against the dissolved limited liability company, to the extent of its undistributed assets, or, if the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of that member's pro rata share of the claim or the assets of a limited liability company distributed to the member in liquidation, whichever is less. A member's total liability for all claims under this section may not exceed the total amount of assets distributed to that member. STEPS AND GUIDELINES TO DISSOLVE A MAINE LIMITED LIABILITY COMPANY Step 1: SEE FORM 1 – WRITTEN CONSENT OF THE MEMBERS TO DISSOLUTION Step 2: Complete the winding up of the business affairs of the limited liability company, including the required notice(s) to creditors. SEE INTRODUCTORY NOTES . SEE FORM 2 - NOTICE TO CLAIMANTS SEE FORM 3 - NOTICE FOR PUBLICATION SEE FORM 4 - NOTICE OF REJECTION OF CLAIM Step 3: SEE FORM 5 – CERTIFICATE OF CANCELLATION Provide the EXACT name of the limited liability company as it appears on file with the State of Maine. FIRST: Provide the date the original Articles of Organization were filed. SECOND: Provide the reason for filing the Certificate of Cancellation. THIRD: Provide the effective date of the cancellation. FOURTH: Provide any additional information you think is necessary. Provide the date at the top of the page. Provide the necessary signatures. The Certificate must be signed by (1) all managers OR (2) all liquidating trustees OR (3) a majority of the members OR (4) any authorized person. File the original and one copy of the Certificate of Cancellation. The filing fee is $35.00. Mail the original and one copy of the Certificate of Cancellation, together with the filing fee, to: Corporate Examining Section Secretary of State 101 State House Station Augusta, Maine 04333-0101 Telephone: 2207-624-7740 Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U. S. Legal Forms, Inc. Disclaimer and License located at: http://www.uslegalforms.com/disclaimer.htm FORM 1 WRITTEN CONSENT OF THE MEMBERS TO DISSOLUTION WRITTEN CONSENT OF THE MEMBERS OF _________________________________ The undersigned, being all the members of _______________________________________, a Maine limited liability company, hereby consent to the dissolution of the company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Maine limited liability company, dissolved. You may be able to assert a claim against the LLC. If you have a claim, describe that claim in detail: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 3 NOTICE FOR PUBLICATION NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, a Maine limited liability company, dissolved. You may be able to assert a claim against the LLC. If you have a claim against the LLC, describe the claim in detail and mail or deliver it to the address listed below. Claims must be sent or delivered to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN 5 YEARS AFTER THE PUBLICATION OF THIS NOTICE. Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Maine limited liability company, rejected all or part of the claim you submitted to the company. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 CERTIFICATE OF CANCELLATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/ME/ME-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM.