Me. Rev. Stat. » Title 31
Maine Revised Statutes

Me. Rev. Stat. tit. 31, § 1596 (2026)

Effect of dissolution

✓ current as of May 2026
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1.  Existence; activities.  Until the filing of a certificate of cancellation as provided in section 1533, a dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs, including:  
A. Collecting the dissolved limited liability company's assets;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Disposing of the dissolved limited liability company's properties that will not be distributed in kind to persons owning transferable interests;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Discharging or making provisions for discharging the dissolved limited liability company's liabilities;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Distributing the dissolved limited liability company's remaining property in accordance with section 1601; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. Doing every other act necessary to wind up and liquidate the dissolved limited liability company's business and affairs.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  No change upon dissolution.  The dissolution of a limited liability company does not:  
A. Transfer title to the limited liability company's property;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Terminate the authority of the limited liability company's registered agent.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
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Notes of Decisions
Cited in 2 cases, 2014–2014 · leading case: Paul Beaudry v. Alan Harding, 2014 ME 126 (Me. 2014).
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Paul Beaudry v. Alan Harding, 2014 ME 126 (Me. 2014). “Unlike section 1592 addressing administratively dissolved LLCs, section 1596 provides that the dissolution of an LLC does not “[p]revent the commencement of a proceeding by or against the limited liability company in its limited liability name.”
McGonagle v. Palli (Me. Super. Ct 2014). “31 M.R.S. § 1596(2)(B) (2013). The entry is Defendant Palli' s Motion for Partial Summary Judgment on Count VII of Plaintiffs' Complaint is DENIED.”
Me. Rev. Stat. tit. 31, § 1596(2)(B): 2 cases
Paul Beaudry v. Alan Harding, 2014 ME 126 (Me. 2014). “Unlike section 1592 addressing administratively dissolved LLCs, section 1596 provides that the dissolution of an LLC does not “[p]revent the commencement of a proceeding by or against the limited liability company in its limited liability name.”
McGonagle v. Palli (Me. Super. Ct 2014). “31 M.R.S. § 1596(2)(B) (2013). The entry is Defendant Palli' s Motion for Partial Summary Judgment on Count VII of Plaintiffs' Complaint is DENIED.”
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