What happens if your Maine LLC misses its annual report, and how to reinstate it
Maine’s own word for it: “Administratively dissolved”; certificate cancelled at 6 years. Time limit to get back: 6 years, then limited-purpose revival only. Tax clearance: No.
Checked against the Maine Secretary of State, Division of Corporations, UCC and Commissions, September 2026.
- What Maine calls it
- “Administratively dissolved”; certificate cancelled at 6 years
- Tax clearance
- No
- Time limit to get back
- 6 years, then limited-purpose revival only
How it unfolds in Maine
- MissedAnnual report
- Status“Administratively dissolved”; certificate cancelled at 6 years
- The way backApplication for reinstatement
Maine Secretary of State, Division of Corporations, UCC and Commissions
What does Maine call a company that missed its filings?
“administratively dissolved” (31 M.R.S. §1592). If not reinstated within 6 years, the Secretary of State will “cancel the certificate of formation” (§1593(4)). SOS annual report page speaks of maintaining “good standing status”.
What triggers it in Maine?
The Secretary of State may commence administrative dissolution if the LLC: (1) does not pay when due any fees or penalties imposed by the LLC Act or other law; (2) does not deliver its annual report (due between January 1 and June 1 each year); (3) does not pay the annual report late filing penalty; (4) is without a registered agent in Maine; (5) does not notify the SOS of a change of registered agent, of the agent’s address, or of the agent’s resignation; or (6) a member, manager or agent knowingly signed a materially false document for filing.
Before it happens
The SOS serves written notice of its determination by regular mail (or other authorised medium) to the registered agent; service is perfected 5 days after mailing. The LLC is administratively dissolved if, within 60 days after the notice is issued and perfected, it has not corrected the ground(s). The SOS then sends a second notice reciting the grounds and effective date of dissolution.
How do you reinstate a Maine LLC?
An application for reinstatement to the Secretary of State stating (a) the LLC’s name and effective date of administrative dissolution, (b) that the ground(s) for dissolution did not exist or have been eliminated, and (c) that the name satisfies 31 M.R.S. §1508, accompanied by the reinstatement fee set by §1680. The SOS’s published LLC forms list contains no numbered reinstatement form (only MLLC-REVIVE for revival after cancellation), so the application is made directly to the Division of Corporations.
Where to file
Maine Secretary of State, Division of Corporations, UCC and Commissions, Augusta
Missed filings and fees
Yes in effect: the application must state the grounds for dissolution have been eliminated, and the grounds include unfiled annual reports, unpaid annual report late filing penalties and unpaid fees - so missed annual reports must be filed and outstanding fees and penalties paid, plus the reinstatement fee.
Is there a deadline to reinstate a Maine LLC?
Within 6 years after the effective date of administrative dissolution.
After that
If not reinstated within 6 years, the SOS cancels the certificate of formation effective on the 6th anniversary of administrative dissolution. Thereafter the only route is a certificate of revival (Form MLLC-REVIVE, 31 M.R.S. §1604), which the SOS may grant on application by an interested party only for specified purpose(s) and a specific time period, after which the LLC returns to its prior (cancelled) status.
Do you need tax clearance in Maine?
No
No tax clearance from Maine Revenue Services is among the statutory requirements for LLC reinstatement; the application contents and SOS fee are the only statutory requirements.
What happens to the company name meanwhile?
Yes: the LLC’s name remains in the SOS record of LLC names and is protected for 3 years following administrative dissolution. On reinstatement the application must state that the name satisfies §1508 (distinguishable name), so after the protection period a conflicting name would have to be changed.
What changes once it is fixed?
The SOS cancels the administrative dissolution and issues a notice of reinstatement; reinstatement relates back to and takes effect as of the effective date of administrative dissolution, and the LLC resumes business as if the dissolution had not occurred. While dissolved, the LLC continues to exist but may transact only business necessary to wind up; contracts remain valid and the LLC may defend suits.
What changes for corporations in Maine?
Business corporations follow a parallel scheme under 13-C M.R.S. §§1420-1423 (same grounds, except the corporation must maintain a “clerk” rather than a registered agent; same 60-day notice, 3-year name protection, 6-year reinstatement window and relation-back effect). Material difference: a business corporation administratively dissolved for more than 6 years may still apply for “late reinstatement” under 13-C M.R.S. §1426 (application with proof of the signer’s authority, grounds eliminated, name compliant or amended, attestation that no lawsuits are pending, and reasons for reinstatement; SOS may deny for material misstatements). LLCs have no late-reinstatement route - their certificate of formation is cancelled at 6 years and only limited-purpose revival is available.
What should you file first?
There is no separate tax clearance step for a Maine LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Application for reinstatement
Where it goes
Maine Secretary of State, Division of Corporations, UCC and Commissions, Augusta
What does Maine ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation | Certificate of Formation (Form MLLC-6) | At formation | N/A |
| Annual report | Annual Report (Form MLLC-13; filed online through Annual Reports Online) | Between January 1 and June 1 each year; the first report is due by June 1 of the year following the year the entity was formed or qualified | A late filing penalty is assessed, and failure to pay it results in administrative dissolution or revocation of the entity |
| Change of registered agent or clerk | Statement of Appointment or Change of Commercial or Noncommercial Registered Agent (Form CLKRA-3) | When the agent or clerk changes | N/A |
From the same Maine record as the Maine registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Maine deadline in your calendar with the compliance calendar, or see what Maine requires of your registered agent.
Which Maine laws govern it?
31 M.R.S. §1591 (grounds), §1592 (procedure and effect), §1593 (reinstatement), §1594 (appeal from denial), §1604 (revival after cancellation); §1665 (annual report). Maine Limited Liability Company Act, Title 31, chapter 21.
Sources, checked September 2026:
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §§1591-1594, 1604
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §§1592, 1593(4)
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1591; §1665(3)
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1592(1), (2), (8)
- Maine Legislature, Office of the Revisor of Statutes; Maine Secretary of State— 31 M.R.S. §1593(1)-(2); SOS Limited Liability Company Forms page
- Maine Secretary of State— SOS Corporations & Commissions page; 31 M.R.S. §1593
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1593(1)-(2)
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1591(1)-(3); §1593(1)(B)
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1592(6); §1593(1)(C)
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1593(1)
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1593(4); §1604
- Maine Legislature, Office of the Revisor of Statutes— 31 M.R.S. §1593(2)-(3); §1592(3)-(4)
- Maine Legislature, Office of the Revisor of Statutes— 13-C M.R.S. §§1420, 1421, 1422, 1426
Checked against the Maine Secretary of State, Division of Corporations, UCC and Commissions and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Maine
Behind on a Maine filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Maine Secretary of State, Division of Corporations, UCC and Commissions, and state fees are confirmed with you before anything is filed.