Title 31, Title 31

1. To sue, be sued. A limited liability company has the capacity to sue and be sued in its own name. 2. To hold property. A limited liability company has the capacity to hold property in its own name. 3. Power to carry out activities. A limited liability company has the power to …

The law of this State governs: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Internal affairs. The internal affairs of a limited liability company; and 2. Liability. The liability of a member as a member for the debts, obligations or other liabilities o…

1. Freedom of contract. It is the policy of this chapter and this State to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements. 2. Principles of law and equity. Unless displaced by particular provisions of…

1. Requirements. A limited liability company name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C." or "LC" or, in the case of a low-profit limited liability company, "L3C" or "13c" unless the limited liability com…

1. Reserve use of name. A person may reserve the exclusive use of a limited liability company name, including an assumed or fictitious name, by executing and delivering for filing an application to the office of the Secretary of State. The application must set forth the name and …

1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. "Assumed name" means a trade name or any name other than the real name of a limited liability company except a fictitious name. [PL 2009, c. 629, P…

1. Register limited liability company name. A foreign limited liability company may register its limited liability company name if the name is distinguishable on the records of the office of the Secretary of State pursuant to section 1508. 2. Application. To register its limited …

1. Agreement governs. Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company. 2. When agreement does not otherwise provide. To …

1. Prohibited contents. A limited liability company agreement may not: A. Vary the distinction between the limited liability company as an entity and its members under section 1504, subsection 1; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Vary a limi…

1. Agreement binding and enforceable. A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. 2. Member a party. A person…

1. Manner of amendment. If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended …

1. Formation requirements. In order to form a limited liability company: A. One or more authorized persons must execute a certificate of formation. The certificate of formation must be filed in the office of the Secretary of State and set forth: (1) The name of the limited liabil…

1. Time of amendment or restatement. A certificate of formation may be amended or restated at any time. 2. Restatement with or without amendment. A certificate of formation may be restated with or without amendment at any time. 3. Contents of amendment. To amend its certificate o…

1. Cancellation. A certificate of formation is cancelled upon each of the following: A. The dissolution and the completion of winding up and liquidation of the activities and affairs of a limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AF…

A person may not bind a limited liability company except: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Under or pursuant to agreement. To the extent the person is authorized to act as the limited liability company's agent under or pursuant to the limit…

1. Statement delivered for filing. A limited liability company may deliver to the office of the Secretary of State for filing a statement of authority. The statement: A. Must include the name of the limited liability company; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt…

A person named in a filed statement of authority may deliver to the office of the Secretary of State for filing a statement of denial that: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Name and date. States the name of the limited liability company and…

A person who is a member of a limited liability company is not liable, solely by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort…

1. In connection with formation. In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later of: A. The formation of the limited liability company; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009…

A contribution may consist of cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services.

1. Promise in writing. A promise by a member to make a contribution to a limited liability company is not enforceable unless set forth in a writing signed by the member. 2. Obligation not excused. A member's obligation to make a contribution to a limited liability company is not …

1. Agreed value. Distributions by a limited liability company before its dissolution and winding up must be made on the basis of the agreed value, as stated in any written records of the limited liability company, of the contributions made by each person or the person's predecess…

1. Improper distribution. A limited liability company may not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their l…

1. Direction; oversight of members. The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members. 2. Majority of members. A matter in the ordinary course of activities of a limited liability company may be decided…

A limited liability company may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person and purchase and maintain insurance on behalf of a member or other person.

1. Member; inspect and copy record. On 10 days' notice made in a record received by a limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited …

Except as may be set forth in the limited liability company agreement in accordance with sections 1521 and 1522, the following provisions apply. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Good faith; diligence; care; skill. Persons shall discharge th…

A professional limited liability company, as defined in Title 13, section 723, subsection 5, is subject to the Maine Professional Service Corporation Act except as follows. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. No application. Title 13, sections…

The only interest of a member that is transferable is the member's transferable interest. A transferable interest in a limited liability company is personal property.

1. Transferable interest. A transfer, in whole or in part, of a transferable interest: A. Is permissible; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Does not by itself cause a member's dissociation or a dissolution and winding up of the limited liabi…

1. Transferable interest of judgment debtor. On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with i…

If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1558.

1. Power to dissociate. A person has the power to dissociate as a member. 2. Wrongful dissociation. A person's dissociation from a limited liability company is wrongful only if: A. It is in breach of an express provision of the limited liability company agreement; or [PL 2009, c.…

A person is dissociated as a member from a limited liability company when: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Notice. The limited liability company has notice from the person of the person's express will to dissociate as a member, except if t…

1. No right to participate. A person who has dissociated as a member has no right to participate in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not di…

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1592 to administratively dissolve a limited liability company if: [PL 2011, c. 113, Pt. A, §11 (AMD).] 1. Nonpayment of fees or penalties. The limited liabi…

1. Notice of determination to administratively dissolve limited liability company. If the Secretary of State determines that one or more grounds exist under section 1591 for dissolving a limited liability company, the Secretary of State shall serve the limited liability company w…

1. Application for reinstatement. A limited liability company administratively dissolved under section 1592 may apply to the Secretary of State for reinstatement within 6 years after the effective date of administrative dissolution. The application must: A. State the name of the …

1. Denial of reinstatement. If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under section 1592, subsection 8 with a written notice t…

1. Events causing dissolution. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: A. An event or circumstance that the limited liability company agreement states causes dissolution; [PL 2009, c. 629, Pt. A, …

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 liquid…

1. Wind up activities. After dissolution, the remaining members, if any, and if none, a person appointed by all holders of the transferable interest last transferred by the last person to have been a member, may wind up the limited liability company's activities. 2. Judicial supe…

After dissolution, a limited liability company is bound by: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Act of authorized person if appropriate. The act of a person authorized to wind up the affairs if the act is appropriate for winding up the limited…

1. Disposal of claims. A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection 2 at any time after the effective date of the dissolution of the limited liability company. 2. Notice. A dissolved limited l…

1. Newspaper notice. In addition to the written notice under section 1599, subsection 2, a dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance wit…

Upon the winding up of a limited liability company, the assets must be applied as follows. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Payment to creditors. Payment, or adequate provision for payment, must be made to creditors, including, to the exten…