USA Statutes : maine
Title : Title 31. PARTNERSHIPS AND ASSOCIATIONS
Chapter : Chapter 13. LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Title 31 - §603-A. Limited liability company name
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§603-A. Limited liability company name
1. Requirements. A limited liability company name must contain the words "Limited Liability Company," the abbreviation "L.L.C." or the designation
"LLC" unless the limited liability company is filing an assumed name under section 605-A or a registration of name under section
606-A. If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited Liability Company, Professional
Association," "Limited Liability Company, P.A." or any of the designations without commas are used, a limited liability company
may also use the abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section 605-A.
[2003, c. 344, Pt. C, §20 (new).]
2. Distinguishable name. Except as authorized by subsections 3 and 4, a limited liability company name must be distinguishable on the records of the
Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated,
organized or authorized to transact business or carry on activities in this State;
[2003, c. 344, Pt. C, §20 (new).]
B. Assumed, fictitious, reserved and registered name filings for all entities; and
[2003, c. 344, Pt. C, §20 (new).]
C. Marks registered under Title 10, chapter 301-A unless the registered owner or holder of the mark is the same person or entity
as the limited liability company seeking to use a name that is not distinguishable on the records of the Secretary of State
and files proof of ownership with the Secretary of State.
[2003, c. 344, Pt. C, §20 (new).]
[2003, c. 344, Pt. C, §20 (new).]
3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene;
[2003, c. 344, Pt. C, §20 (new).]
B. Inappropriately promotes abusive or unlawful activity;
[2003, c. 344, Pt. C, §20 (new).]
C. Falsely suggests an association with public institutions; or
[2003, c. 344, Pt. C, §20 (new).]
D. Violates any other provision of the law of this State with respect to names.
[2003, c. 344, Pt. C, §20 (new).]
[2003, c. 344, Pt. C, §20 (new).]
4. Authorization to use name. A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable
on the records of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall
authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to
the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from
the name of the applicant; or
[2003, c. 344, Pt. C, §20 (new).]
B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this State.
[2003, c. 344, Pt. C, §20 (new).]
[2003, c. 344, Pt. C, §20 (new).]
5. Use of another limited liability company's name. A limited liability company may use the name, including the assumed or fictitious name, of another domestic or foreign limited
liability company that is used in this State if the other limited liability company is organized or authorized to transact
business in this State and the limited liability company proposing to use the name:
A. Has merged with the other limited liability company;
[2003, c. 344, Pt. C, §20 (new).]
B. Has been formed by reorganization of the other limited liability company; or
[2003, c. 344, Pt. C, §20 (new).]
C. Has acquired all or substantially all of the assets, including the limited liability company name, of the other limited
liability company.
[2003, c. 344, Pt. C, §20 (new).]
[2003, c. 344, Pt. C, §20 (new).]
6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation,"
"company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited
liability company," "limited liability partnership," "registered limited liability partnership," "service corporation" and
"professional corporation";
[2003, c. 344, Pt. C, §20 (new).]
B. The presence or absence of the words or symbols of the words "and" and "the"; and
[2003, c. 344, Pt. C, §20 (new).]
C. Differences in the use of punctuation, capitalization or special characters.
[2003, c. 344, Pt. C, §20 (new).]
[2003, c. 344, Pt. C, §20 (new).]
7. Change of limited liability company name by foreign limited liability company. If a foreign limited liability company authorized to transact business in this State changes its name to one that does not
satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it
adopts a name satisfying the requirements of this section and files an amended application for authority under section 715
that is accompanied by a statement of use of a fictitious name under section 605-A.
[2003, c. 344, Pt. C, §20 (new).]
8. Exception. Notwithstanding subsection 2, the name of a foreign limited liability company may be not distinguishable on the records
of the Secretary of State if the foreign limited liability company was authorized to do business in this State before January
1, 1995 and had the right to use the name as its legal name before that date.
[2003, c. 344, Pt. C, §20 (new).]
9. Name of limited liability company suspended. Subsection 2 does not apply to the name of any limited liability company whose certificate is suspended on and after the
3rd anniversary of the suspension.
[2003, c. 344, Pt. C, §20 (new).]
Section History:
PL 2003,
Ch. 344,
§C20
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §603. Limited liability company name (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§603. Limited liability company name (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 458,
§19
(AMD).
PL 1995,
Ch. 633,
§C14,15
(AMD).
RR 1995,
Ch. 2,
§75
(COR).
PL 1997,
Ch. 376,
§48
(AMD).
PL 1997,
Ch. 633,
§8,9
(AMD).
PL 1999,
Ch. 638,
§21
(AMD).
RR 2001,
Ch. 2,
§B50
(COR).
RR 2001,
Ch. 2,
§B58
(AFF).
PL 2003,
Ch. 344,
§C19
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §604-A. Reserved name
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§604-A. Reserved name
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 Secretary of State. The application must set forth the name and
address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability
company name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for
a nonrenewable period of 120 days.
[2003, c. 344, Pt. C, §22 (new).]
2. Transfer of reservation. The owner of a reserved limited liability company name under subsection 1 may transfer the reservation to another person
by executing and delivering for filing to the Secretary of State a notice of the transfer, signed by the transferor, that
states the name and address of the transferee.
[2003, c. 344, Pt. C, §22 (new).]
Section History:
PL 2003,
Ch. 344,
§C22
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §604. Reservation of name (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§604. Reservation of name (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 2003,
Ch. 344,
§C21
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §605-A. Assumed or fictitious name of limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§605-A. Assumed or fictitious name of limited liability company
1. Assumed name defined. As used in this section, "assumed name" means a trade name or any name other than the real name of a limited liability company
except a fictitious name.
[2003, c. 344, Pt. C, §24 (new).]
2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign limited liability company authorized to transact
business in this State because its real name is unavailable pursuant to section 603-A.
[2003, c. 344, Pt. C, §24 (new).]
3. Authorized to transact business. Upon complying with this section, a domestic or foreign limited liability company authorized to transact business in this
State may transact its business in this State under one or more assumed or fictitious names.
[2003, c. 344, Pt. C, §24 (new).]
4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited liability company shall execute
and deliver to the Secretary of State for filing a statement setting forth:
A. The limited liability company name;
[2003, c. 344, Pt. C, §24 (new).]
B. That the limited liability company intends to transact business under an assumed or fictitious name;
[2003, c. 344, Pt. C, §24 (new).]
C. The assumed or fictitious name that the limited liability company proposes to use;
[2003, c. 344, Pt. C, §24 (new).]
D. If the assumed name is not to be used at all of the limited liability company's places of business in this State, the locations
where that name will be used; and
[2003, c. 344, Pt. C, §24 (new).]
E. If the company is a foreign limited liability company:
(1) The jurisdiction of organization; and
(2) The date on which it was authorized to transact business in this State.
[2003, c. 344, Pt. C, §24 (new).]
A separate statement must be executed and delivered to the Secretary of State for filing with respect to each assumed or fictitious
name that the limited liability company proposes to use.
[2003, c. 344, Pt. C, §24 (new).]
5. Compliance required. An assumed or fictitious name must comply with the requirements of section 603-A.
[2003, c. 344, Pt. C, §24 (new).]
6. Enjoin use of assumed or fictitious name. If a limited liability company uses an assumed or fictitious name without complying with the requirements of this section,
the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely
affected by the use of the assumed or fictitious name.
[2003, c. 344, Pt. C, §24 (new).]
7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined
upon suit by the Attorney General or by any person adversely affected by such use if:
A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements
of section 603-A; or
[2003, c. 344, Pt. C, §24 (new).]
B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the
plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common
law copyright or similar law.
[2003, c. 344, Pt. C, §24 (new).]
The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set
out in that statement for the purpose of determining priority of rights.
[2003, c. 344, Pt. C, §24 (new).]
8. Terminate use of assumed or fictitious name. A limited liability company may terminate an assumed or fictitious name by executing and delivering to the Secretary of
State a statement setting forth:
A. The name of the limited liability company;
[2003, c. 344, Pt. C, §24 (new).]
B. That the limited liability company no longer intends to transact business under the assumed or fictitious name; and
[2003, c. 344, Pt. C, §24 (new).]
C. The assumed or fictitious name the limited liability company intends to terminate.
[2003, c. 344, Pt. C, §24 (new).]
[2003, c. 344, Pt. C, §24 (new).]
Section History:
PL 2003,
Ch. 344,
§C24
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §605. Assumed name (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§605. Assumed name (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 2003,
Ch. 344,
§C23
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §606-A. Registered name of foreign limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§606-A. Registered name of foreign limited liability company
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 Secretary of State pursuant to section 603-A.
[2003, c. 344, Pt. C, §26 (new).]
2. Application. To register its limited liability company name, a foreign limited liability company must execute and deliver to the Secretary
of State for filing an application that:
A. Sets forth its limited liability company name, the state or country and date of its organization, the address of its principal
office wherever located and a brief description of the nature of the business in which it is engaged; and
[2003, c. 344, Pt. C, §26 (new).]
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state
or other official having custody of limited liability company records in the state or country under whose law the foreign
limited liability company is organized. The certificate of existence must have been made not more than 90 days prior to the
delivery of the application for filing.
[2003, c. 344, Pt. C, §26 (new).]
[2003, c. 344, Pt. C, §26 (new).]
3. Applicant's exclusive use. A limited liability company name is registered for a foreign limited liability company's exclusive use upon the effective
date of the application under subsection 2 until the end of the calendar year in which the application was filed.
[2003, c. 344, Pt. C, §26 (new).]
4. Renewal of registered name. A foreign limited liability company whose registration under this section is effective may renew it for a successive year
by delivering for filing to the Secretary of State between October 1st and December 31st a renewal application that complies
with the requirements of subsection 2. The renewal application, when filed, renews the registration for the following calendar
year.
[2003, c. 344, Pt. C, §26 (new).]
5. Qualify as foreign limited liability company. A foreign limited liability company whose registration under this section is effective may, after the registration is effective,
qualify as a foreign limited liability company under the registered name or may consent in writing to the use of that name
by a limited liability company organized under this Act or by another foreign limited liability company authorized to transact
business in this State. The registration terminates when the domestic limited liability company is organized or the foreign
limited liability company qualifies or consents to the qualification of another foreign limited liability company under the
registered name.
[2003, c. 344, Pt. C, §26 (new).]
Section History:
PL 2003,
Ch. 344,
§C26
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §606. Registered name and renewal for foreign limited liability company; termination (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§606. Registered name and renewal for foreign limited liability company; termination (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 458,
§20
(AMD).
PL 1995,
Ch. 514,
§4,5
(AMD).
PL 2003,
Ch. 344,
§C25
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §607. Registered office; registered agent
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§607. Registered office; registered agent
1. Requirements of registered office and registered agent. Each limited liability company shall have and maintain:
A. A registered office in this State, which may be the same as its place of business; and
[1993, c. 718, Pt. A, §1 (new).]
B. A registered agent for service of process on a limited liability company. The agent may be either:
(1) An individual resident of this State whose business office or residential address is identical with the limited liability
company's registered office; or
(2) A domestic or foreign corporation, whether business or nonprofit, authorized to do business or carry on activities in
this State whose registered office also serves as the registered office of the limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Acceptance of designation of agent. Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor
registered agent on whom process may be served is not effective until the agent delivers a written statement accepting the
appointment to the Secretary of State.
[1993, c. 718, Pt. A, §1 (new).]
3. Change in registered office or registered agent. The registered office or registered agent may be changed by:
A. Filing articles of amendment under section 623; or
[1993, c. 718, Pt. A, §1 (new).]
B. Executing and filing a certificate by the registered agent. The certificate must include:
(1) For the change of address of the registered office of one or more limited liability companies for whom the agent is
the registered agent to another address in this State:
(a) The names of all limited liability companies represented by the agent;
(b) The address at which the registered agent has maintained the registered office for each of those limited liability companies;
and
(c) The new address of the registered office; or
(2) For a change in the name or identity of a person acting as the registered agent:
(a) The new name or identity of the registered agent;
(b) The name of the registered agent before it was changed;
(c) The names of the limited liability companies represented by the agent; and
(d) The address at which the registered agent has maintained the registered office for each of these limited liability companies.
Upon filing a certificate under this paragraph, any registered agent shall mail promptly or otherwise deliver a copy of the
certificate to a manager or, if there is no manager, to a member of each limited liability company affected by the change.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
4. Effective date of change or new appointment. The change of address of the registered office or registered agent is effective upon delivery of the certificate to the
Secretary of State. The appointment of a new registered agent is effective upon delivery of the certificate to the Secretary
of State and upon receipt by the Secretary of State of evidence that the new registered agent has accepted appointment pursuant
to subsection 2.
[1993, c. 718, Pt. A, §1 (new).]
5. Resignation of registered agent. A registered agent may resign by filing a certificate with the Secretary of State. The certificate must include:
A. When the registered agent appoints a successor:
(1) A statement of resignation;
(2) The names of the limited liability companies;
(3) The name and address of the successor registered agent; and
(4) An attached statement, ratifying and approving the change of registered agent, executed by each affected limited liability
company and signed by a manager or, if there is no manager, by a member; or
[1993, c. 718, Pt. A, §1 (new).]
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited liability companies; and
(3) An affidavit, signed by the registered agent, setting forth the following information:
(a) The date on which the notice of resignation was sent by certified or registered mail to a manager or, if there is no
manager, to a member of each limited liability company from which the registered agent is resigning as registered agent; and
(b) The name, capacity and address of a manager or, if there is no manager, a member for each limited liability company
to which the notice of resignation was sent.
A resignation takes effect under this paragraph upon filing a certificate with the Secretary of State.
[1999, c. 594, §24 (rpr).]
[1999, c. 594, §24 (amd).]
6. Secretary of State. The Secretary of State shall furnish to the person submitting the document for filing or to that person's representative,
an attested copy of a certificate filed under this section.
[1993, c. 718, Pt. A, §1 (new).]
7. Resignation of agent; appointment by limited liability company; service of process. After receipt of the notice of the resignation of its registered agent under subsection 5, a limited liability company shall
file a certificate of amendment designating a new registered agent. Until a limited liability company duly files a certificate
appointing a new registered agent, legal process against that limited liability company may be served upon the Secretary of
State in accordance with section 609.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 594,
§24
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §608-A. Grounds for administrative dissolution of domestic limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§608-A. Grounds for administrative dissolution of domestic limited liability company
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section
608-B to administratively dissolve a domestic limited liability company if:
[2003, c. 631, §52 (new).]
1. Nonpayment of fees or penalties. The domestic limited liability company does not pay when they are due any fees or penalties imposed by this chapter or other
law;
[2003, c. 631, §52 (new).]
2. Failure to file annual report. The domestic limited liability company does not deliver its annual report to the Secretary of State as required by section
757;
[2003, c. 631, §52 (new).]
3. Failure to pay late filing penalty. The domestic limited liability company does not pay the annual report late filing penalty as required by section 758;
[2003, c. 631, §52 (new).]
4. Failure to maintain registered agent or registered office. The domestic limited liability company fails to appoint or maintain a registered agent or registered office in this State
as required by section 607;
[2003, c. 631, §52 (new).]
5. Failure to notify of change of registered agent or registered office. The domestic limited liability company does not notify the Secretary of State that its registered agent or registered office
has been changed or that its registered agent has resigned as required by section 607; or
[2003, c. 631, §52 (new).]
6. Filing of false information. A member, manager or agent of the domestic limited liability company signed a document with the knowledge that the document
was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing.
[2003, c. 631, §52 (new).]
Section History:
PL 2003,
Ch. 631,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §608-B. Procedure for and effect of administrative dissolution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§608-B. Procedure for and effect of administrative dissolution
1. Notice of determination to administratively dissolve domestic limited liability company. If the Secretary of State determines that one or more grounds exist under section 608-A for dissolving a domestic limited
liability company, the Secretary of State shall issue a written notice of that determination to the limited liability company's
last registered office address.
[2003, c. 631, §52 (new).]
2. Administrative dissolution. The domestic limited liability company is administratively dissolved if within 60 days after the notice under subsection
1 was issued the Secretary of State determines that the limited liability company has failed to correct the ground or grounds
for the dissolution. The Secretary of State shall send notice to the limited liability company at its last registered office
address that recites the ground or grounds for dissolution and the effective date of dissolution.
[2003, c. 631, §52 (new).]
3. Effect of administrative dissolution; prohibition. A domestic limited liability company administratively dissolved continues its existence but may not transact any business
in this State except as necessary to wind up the affairs of the limited liability company.
[2003, c. 631, §52 (new).]
4. Validity of contracts; right to be sued; right to defend suit. The administrative dissolution of a domestic limited liability company under this section does not impair:
A. The validity of any contract or act of the domestic limited liability company;
[2003, c. 631, §52 (new).]
B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
[2003, c. 631, §52 (new).]
C. The right of the domestic limited liability company to defend any action, suit or proceeding in any court of this State.
[2003, c. 631, §52 (new).]
[2003, c. 631, §52 (new).]
5. Authority of registered agent. The administrative dissolution of a domestic limited liability company does not terminate the authority of its registered
agent.
[2003, c. 631, §52 (new).]
6. Protecting domestic limited liability company name after administrative dissolution. The name of a domestic limited liability company remains in the Secretary of State's record of limited liability company
names and is protected for a period of 3 years following administrative dissolution.
[2003, c. 631, §52 (new).]
7. Notice to Superintendent of Financial Institutions in case of financial institution or credit union. In the case of a financial institution authorized to do business in this State or a credit union authorized to do business
in this State, as defined in Title 9-B, the Secretary of State shall notify the Superintendent of Financial Institutions within
a reasonable time prior to administratively dissolving the financial institution or credit union under this section.
[2003, c. 631, §52 (new).]
Section History:
PL 2003,
Ch. 631,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §608-C. Reinstatement following administrative dissolution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§608-C. Reinstatement following administrative dissolution
1. Application for reinstatement. A domestic limited liability company administratively dissolved under section 608-B may apply to the Secretary of State
for reinstatement within 6 years after the effective date of dissolution. The application must:
A. State the name of the domestic limited liability company and the effective date of its administrative dissolution;
[2003, c. 631, §52 (new).]
B. State that the ground or grounds for dissolution of the domestic limited liability company either did not exist or have
been eliminated; and
[2003, c. 631, §52 (new).]
C. State that the domestic limited liability company's name satisfies the requirements of section 603-A.
[2003, c. 631, §52 (new).]
[2003, c. 631, §52 (new).]
2. Reinstatement after administrative dissolution. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied
by the reinstatement fee set forth in section 751, subsection 7-A, and that the information is correct, the Secretary of State
shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the
effective date of reinstatement. The Secretary of State shall send notice to the domestic limited liability company at its
last registered office address.
[2003, c. 631, §52 (new).]
3. Effect of reinstatement. When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of
the administrative dissolution, and the domestic limited liability company resumes business as if the administrative dissolution
had not occurred.
[2003, c. 631, §52 (new).]
Section History:
PL 2003,
Ch. 631,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §608-D. Appeal from denial of reinstatement
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§608-D. Appeal from denial of reinstatement
1. Denial of reinstatement. If the Secretary of State denies a domestic limited liability company's application for reinstatement following administrative
dissolution, the Secretary of State shall mail a written notice that explains the reason or reasons for denial to the limited
liability company at its last registered office address.
[2003, c. 631, §52 (new).]
2. Appeal. A domestic limited liability company may appeal a denial of reinstatement under subsection 1 to the Superior Court of the
county where the limited liability company's principal office is located or, if there is no principal office in this State,
in Kennebec County within 30 days after the date of the notice of denial. The limited liability company appeals by petitioning
the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative
dissolution, the limited liability company's application for reinstatement and the Secretary of State's notice of denial.
[2003, c. 631, §52 (new).]
3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited liability
company or may take other action the court considers appropriate.
[2003, c. 631, §52 (new).]
4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings.
[2003, c. 631, §52 (new).]
Section History:
PL 2003,
Ch. 631,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §608-E. Reinstatement of suspended domestic limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§608-E. Reinstatement of suspended domestic limited liability company
1. Reinstatement after suspension. A domestic limited liability company that was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement
and the reinstatement may be granted, if:
A. The Secretary of State determines that the application contains the information required under section 608-C, subsection
1;
[2003, c. 631, §52 (new).]
B. The application for reinstatement is accompanied by the reinstatement fee set forth in section 751, subsection 7-A; and
[2003, c. 631, §52 (new).]
C. The application for reinstatement is received by the Secretary of State by June 30, 2010.
[2003, c. 631, §52 (new).]
[2003, c. 631, §52 (new).]
2. Effect on domestic limited liability company failing to reinstate by June 30, 2010. A domestic limited liability company that fails to meet the requirements of subsection 1 is administratively dissolved and
may not reinstate.
[2003, c. 631, §52 (new).]
3. Protecting domestic limited liability company name after suspension. The name of a domestic limited liability company that is suspended remains in the Secretary of State's record of limited
liability company names and is protected for a period of 3 years following suspension.
[2003, c. 631, §52 (new).]
Section History:
PL 2003,
Ch. 631,
§52
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §608. Suspension by Secretary of State (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§608. Suspension by Secretary of State (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§22-25
(AMD).
PL 2003,
Ch. 631,
§51
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §609. Service of process upon domestic limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§609. Service of process upon domestic limited liability company
1. Serving process; general provisions. Legal process on a domestic limited liability company may be served upon:
A. A manager or, if there is no manager, a member of the limited liability company in this State;
[1993, c. 718, Pt. A, §1 (new).]
B. The registered agent of the limited liability company; or
[1993, c. 718, Pt. A, §1 (new).]
C. A liquidating trustee of the limited liability company.
[RR 1995, c. 2, §76 (cor).]
[RR 1995, c. 2, §76 (cor).]
2. Service on Secretary of State. If a domestic limited liability company fails to appoint or maintain a registered agent in this State or its registered
agent can not with reasonable diligence be found at the registered office, then the Secretary of State is an agent of that
limited liability company upon whom process, notice or demand may be served. Service on the Secretary of State of such a
process, notice or demand must be made as provided by the Maine Rules of Civil Procedure, Rule 4(d)(8), as amended.
[1993, c. 718, Pt. A, §1 (new).]
3. Other means of service. This section does not limit or impair the right to serve process, notice or demand required or permitted by law to be served
upon a domestic limited liability company in any other manner permitted by law or rule of court.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
RR 1995,
Ch. 2,
§76
(COR).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §610. Service of nonresident managers or members of domestic limited liability companies
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§610. Service of nonresident managers or members of domestic limited liability companies
1. Secretary of State; agent to receive service. Each manager, or if there is no manager, each member of a domestic limited liability company who is a nonresident of this
State or who becomes a nonresident is deemed to have appointed the Secretary of State as an agent to receive service of process
upon that manager or member in an action or proceeding relating to actions of a limited liability company and arising while
that manager or member was serving in that capacity.
[1993, c. 718, Pt. A, §1 (new).]
2. Method of serving process. Service of process upon the Secretary of State must be made in the same manner as provided by the Maine Rules of Civil Procedure,
Rule 4(d)(8), as amended, in the case of service upon the Secretary of State as an agent of a foreign limited liability company.
A. A copy of the process must be mailed to the nonresident manager or member at the business, residence or mailing address
of the manager or member shown on the limited liability company's articles of organization or most recent annual report.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Service on nonresident manager or member. Service under this section also may be made by delivery of a copy of the process to the nonresident manager or member at
the manager's or member's address outside the State. Proof of that delivery must be made by affidavit of the person making
delivery and the affidavit must be filed with the clerk of the court in which the action or proceeding is pending.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §611. Nature of business
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§611. Nature of business
A limited liability company may be organized under this chapter for any lawful purpose. If the purpose for which a limited
liability company is organized or its form makes it subject to a special provision of law, the limited liability company shall
also comply with that provision. This section is specifically intended to permit the formation of a professional limited
liability company by a person or persons who may form a professional corporation under the Maine Professional Service Corporation
Act. The provisions of that Act are incorporated in this chapter by reference, except as follows.
[2003, c. 344, Pt. D, §19 (amd).]
1. Not applicable. Title 13, sections 721, 722, 733, 736, 762 and 763, section 771, subsection 2, paragraph A and section 772 do not apply.
[2005, c. 302, §10 (amd).]
2. Application. All references to:
A. Shareholders are deemed to be references to members;
[1995, c. 633, Pt. C, §16 (new).]
B. Corporations, or corporations organized or incorporated under the Maine Professional Service Corporation Act, are deemed
to be references to professional limited liability companies;
[RR 2001, c. 2, Pt. C, §3 (cor); §7 (aff).]
C. Stock are deemed to be references to membership interests; and
[1995, c. 633, Pt. C, §16 (new).]
D. Officers and directors are deemed to be references to managers.
[2005, c. 302, §11 (amd).]
[2005, c. 302, §11 (amd).]
3. Officer.
[1995, c. 633, Pt. C, §16 (rp).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 633,
§C16
(RPR).
RR 2001,
Ch. 2,
§C3
(COR).
RR 2001,
Ch. 2,
§C7
(AFF).
PL 2003,
Ch. 344,
§D19
(AMD).
PL 2005,
Ch. 302,
§10,11
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §612. Rules
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§612. Rules
The Secretary of State may adopt rules consistent with this chapter pertaining to the filing of documents with the Secretary
of State. These may include, but are not limited to:
[1993, c. 718, Pt. A, §1 (new).]
1. Forms. Prescribing forms for documents required or permitted to be delivered for filing under this chapter and refusing to file
documents not utilizing these prescribed forms;
[1993, c. 718, Pt. A, §1 (new).]
2. Disapproved filing. Disapproving the filing of a document that is not clearly legible or one that may not be clearly reproducible photographically;
[1993, c. 718, Pt. A, §1 (new).]
3. Appointed designee. Appointing a designee or other agent to receive documents for filing and to file documents on behalf of the Secretary of
State;
[1993, c. 718, Pt. A, §1 (new).]
4. Electronic filing; facsimile signatures. Permitting the filing of documents by electronic transmission and permitting facsimile signatures on documents to be filed;
[1993, c. 718, Pt. A, §1 (new).]
5. Definition of deceptively similar.
[2003, c. 631, §53 (rp).]
6. Effective dates of filings. Unless specifically stated in this chapter, setting forth the effective dates of filings required by this chapter; and
[1993, c. 718, Pt. A, §1 (new).]
7. Annual report filing date. Providing alternative dates for filing annual reports and for determining the dates covered by those reports.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 2003,
Ch. 631,
§53
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §613. Expedited service
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§613. Expedited service
The Secretary of State may provide an expedited service for the processing of documents in accordance with this chapter.
If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance
with the Maine Administrative Procedure Act. Fees collected for expedited service must be deposited into a fund for use by
the Secretary of State in providing an improved filing service.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §614. Access to database
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§614. Access to database
The Secretary of State may provide public access to the database through a dial-in modem, through public terminals and through
electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt
rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §615. Publications
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§615. Publications
1. Fee for publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to
cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications.
[1993, c. 718, Pt. A, §1 (new).]
2. Use of fees. Fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State to replace and update
publications offered in accordance with this chapter and to fund new publications.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §616. Certificate of existence; certificate of authority; certificate of fact
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 1: GENERAL PROVISIONS (Enacted by PL 1993, c. 718, Pt. A, @1)
§616. Certificate of existence; certificate of authority; certificate of fact
1. Application. Any person may apply to the Secretary of State for a certificate of existence for a domestic limited liability company or
a certificate of authority for a foreign limited liability company.
[2003, c. 631, §54 (new).]
2. Contents. A certificate of existence or certificate of authority sets forth:
A. The limited liability company's name used in this State;
[2003, c. 631, §54 (new).]
B. That, if a domestic limited liability company, the limited liability company is duly formed under the laws of this State
and the date of its formation;
[2003, c. 631, §54 (new).]
C. That, if a foreign limited liability company, the foreign limited liability company is authorized to transact business in
this State, the date on which the limited liability company was authorized to transact business in this State and its jurisdiction
of organization;
[2003, c. 631, §54 (new).]
D. That all fees and penalties owed to this State have been paid if:
(1) Payment is reflected in the records of the Secretary of State; and
(2) Nonpayment affects the existence or authorization of the domestic or foreign limited liability company;
[2003, c. 631, §54 (new).]
E. That the limited liability company's most recent annual report required by section 757 has been delivered to the Secretary
of State; and
[2003, c. 631, §54 (new).]
F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[2003, c. 631, §54 (new).]
[2003, c. 631, §54 (new).]
3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by
the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is
in existence or is authorized to transact business in this State.
[2003, c. 631, §54 (new).]
4. Certificate of fact. In addition to the certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to
any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[2003, c. 631, §54 (new).]
Section History:
PL 2003,
Ch. 631,
§54
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §621. Formation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§621. Formation
One or more persons may form a limited liability company by signing and filing articles of organization with the Secretary
of State. The person or persons need not be members of the limited liability company at the time of formation or after formation
has occurred. The minimum number of members for a limited liability company created under this Act is one.
[1997, c. 633, §10 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 633,
§10
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §622. Articles of organization
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§622. Articles of organization
1. Articles of organization. In order to form a limited liability company, articles of organization must be filed with the Secretary of State. The articles
must set forth:
A. The name of the limited liability company;
[1993, c. 718, Pt. A, §1 (new).]
B. The address of the registered office and the name and address of the registered agent for service of process required to
be maintained by section 607;
[1993, c. 718, Pt. A, §1 (new).]
C. If management of the limited liability company is vested in a manager or managers:
(1) A statement to that effect;
(2) The minimum and maximum number of managers permitted; and
(3) If the initial managers have been selected, the name and the business, residence or mailing address of each initial
manager.
[1995, c. 514, §6 (amd).]
D. Other matters the members include in the articles of organization.
[1993, c. 718, Pt. A, §1 (new).]
[1995, c. 514, §6 (amd).]
2. Date of organization. A limited liability company is formed at the time of the filing of the initial articles of organization with the Secretary
of State if there has been substantial compliance with the requirements of this section. A limited liability company formed
under this chapter is a separate legal entity whose existence as a separate legal entity continues until cancellation of the
limited liability company's articles of organization.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 514,
§6
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §623. Amendment to articles
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§623. Amendment to articles
1. Articles of amendment. The articles of organization are amended by filing articles of amendment with the Secretary of State. The articles of amendment
must set forth:
A. The name of the limited liability company; and
[1993, c. 718, Pt. A, §1 (new).]
B. The amendment or amendments to the articles.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Inaccuracies. A manager or, if there is no manager, a member who becomes aware that a statement in the articles of organization or articles
filed under this section has become inaccurate in any material respect as a result of subsequent events shall promptly amend
the articles.
[1993, c. 718, Pt. A, §1 (new).]
3. Amendment required. No later than 90 days after the following event or events occur, an amendment to the articles of organization reflecting
the event or events must be filed by a manager or, if there is no manager, by a member:
A. A change in the name of the limited liability company;
[1993, c. 718, Pt. A, §1 (new).]
B. Except as provided in section 607, subsections 3 and 4, a change in the address of the registered office or a change in
the name, identity or address of the registered agent of the limited liability company;
[1993, c. 718, Pt. A, §1 (new).]
C. A change in whether the management of the limited liability company is vested in managers or members;
[1995, c. 514, §7 (amd).]
D. A manager or, if there is no manager, a member becomes aware that the articles of organization contain a false or erroneous
statement; or
[1995, c. 514, §7 (amd).]
E. A change either in the minimum or maximum number of managers.
[1995, c. 514, §8 (new).]
[1995, c. 514, §§7, 8 (amd).]
4. Right to amend at any time. Except as otherwise provided in the articles of organization, articles of organization may be amended at any time for any
other purpose a majority in interest of the members may determine necessary.
[1997, c. 376, §49 (amd).]
5. Between dissolution and cancellation. If, after the dissolution of a limited liability company but before the filing of a certificate of cancellation as provided
in section 625, a person other than an individual shown on the articles of organization as a manager is winding up the limited
liability company's affairs, then the articles of organization must be amended to set forth the name and the business, and
residence or mailing address of each person winding up the limited liability company's affairs. Each person winding up the
affairs shall execute and file articles of amendment. That person is not subject to liability by reason of such an amendment.
A manager who is not winding up a limited liability company's affairs need not execute articles of amendment under this subsection.
[1993, c. 718, Pt. A, §1 (new).]
6. Restated articles of organization. A limited liability company may at any time file a restatement of its articles of organization that integrates into a single
document the provisions of its articles of organization giving effect to all amendments previously adopted and, if authorized,
further amendments. The restated articles of organization, either in the heading or in an introductory paragraph, must set
forth:
A. That it is a restatement;
[1993, c. 718, Pt. A, §1 (new).]
B. The limited liability company's present name;
[1993, c. 718, Pt. A, §1 (new).]
C. If the name has been changed, the name under which it was originally filed; and
[1993, c. 718, Pt. A, §1 (new).]
D. The date of filing of the initial articles of organization.
[1993, c. 718, Pt. A, §1 (new).]
The restated articles of organization must be executed and filed in the manner provided for any other amendment to the articles
of organization. Upon filing of the restated articles of organization by the Secretary of State, the restatement, including
further amendments made as a result of the restatement, constitutes the articles of organization of the limited liability
company pursuant to section 622.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 514,
§7,8
(AMD).
PL 1997,
Ch. 376,
§49
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §624. Certificate of correction
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§624. Certificate of correction
A manager or, if there is no manager, a member who becomes aware that any statement in articles of organization, or any certificate
filed under this chapter, was inaccurate when made, shall file a certificate of correction with the Secretary of State. The
certificate of correction must specify the inaccuracy or defect to be corrected and must set forth the portion of the instrument
in corrected form. The corrected instrument is effective as of the date the original instrument was filed, except for those
persons who are substantially and adversely affected by the correction. For those persons, the corrected instrument is effective
from the filing date.
[1995, c. 633, Pt. C, §17 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 633,
§C17
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §625. Certificate of cancellation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§625. Certificate of cancellation
1. Cancellation upon dissolution. 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;
[1993, c. 718, Pt. A, §1 (new).]
B. The date of filing of its articles of organization;
[1993, c. 718, Pt. A, §1 (new).]
C. The reason for filing the certificate of cancellation;
[1993, c. 718, Pt. A, §1 (new).]
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
[1993, c. 718, Pt. A, §1 (new).]
E. Any other information the person filing the certificate of cancellation determines necessary.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §626. Statement of limited liability company authority (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§626. Statement of limited liability company authority (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 376,
§50
(AMD).
PL 1997,
Ch. 633,
§11
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §627. Execution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§627. Execution
Each document delivered to the Secretary of State for filing pursuant to this chapter must be executed in the following manner.
[1993, c. 718, Pt. A, §1 (new).]
1. Signatures. The documents must be signed as follows:
A. In the case of the initial articles of organization, by the person or persons forming the limited liability company and
the registered agent as required by section 607, subsection 2;
[1997, c. 376, §51 (amd).]
B. In the case of articles of amendment, restatement, certificate of correction or any other document filed under this chapter
not otherwise provided for:
(1) By at least one manager; or
(2) By at least one member if the limited liability company is managed by the members; and
[1993, c. 718, Pt. A, §1 (new).]
C. In the case of a certificate of cancellation or other document filed after the dissolution of a limited liability company:
(1) By all of the managers;
(2) If neither the manager nor the members are winding up the limited liability company's affairs, then by all liquidating
trustees; or
(3) If the members are winding up the limited liability company's affairs, then by a majority in interest of the members.
[1993, c. 718, Pt. A, §1 (new).]
[1997, c. 376, §51 (amd).]
2. Signature by agent. Unless otherwise provided in a limited liability company operating agreement, a person may sign a certificate or articles
or amendment to a certificate or articles or enter into an operating agreement or amendment to an operating agreement by an
agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign a certificate or articles
or amendment to a certificate or articles or to enter into an operating agreement or amendment to an operating agreement need
not be in writing, sworn to, verified or acknowledged and need not be filed with the Secretary of State, but if in writing,
it must be retained by a manager or, if there is no manager, a member.
[1993, c. 718, Pt. A, §1 (new).]
3. Unsworn falsification. The execution of a certificate or articles containing false statements constitutes unsworn falsification under Title 17-A,
section 453.
[1997, c. 376, §52 (rpr).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 376,
§51,52
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §628. Execution, amendment or cancellation by judicial order
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§628. Execution, amendment or cancellation by judicial order
If a person required by section 627 to execute articles or a certificate fails or refuses to do so, then a person who is adversely
affected by the failure or refusal may petition the Superior Court to direct the execution of the articles or certificate
as follows.
[1993, c. 718. Pt. A, §1 (new).]
1. Certificate. If the court finds that the certificate or articles should be executed and that the person or persons designated to execute
the certificate or articles have failed or refused to do so, the court shall order the Secretary of State to record the appropriate
certificate or articles.
[1993, c. 718. Pt. A, §1 (new).]
2. Venue. Venue for an action under this section lies in the county in this State in which the registered office of the limited liability
company is located or, if there is no registered office in this State, then in Kennebec County Superior Court.
[1993, c. 718. Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §629. Filing
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§629. Filing
1. Original filing. An original signed copy of a certificate or articles or other document authorized to be filed under a provision of this
chapter must be delivered to the Secretary of State.
A. A person who executes a document as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing.
[1993, c. 718, Pt. A, §1 (new).]
B. Unless the Secretary of State finds that the certificate or articles or other document on its face do not conform to law,
upon receipt of all filing fees required by law, the Secretary of State shall attest that the document has been filed with
the Secretary of State by endorsing thereon the word "filed" and the day, month and year of the filing and by signing or initialing
that endorsement in person or by agent. If the person delivering the document for filing so requests, the endorsement must
further include the hour and minute of the filing of the document.
[1993, c. 718, Pt. A, §1 (new).]
C. The endorsement is known as the "filing date" of the document and is conclusive of the date and the time, if included in
the endorsement, of filing in the absence of actual fraud.
[1993, c. 718, Pt. A, §1 (new).]
D. The Secretary of State may use an identifying mark in lieu of signing or initialing.
[1993, c. 718, Pt. A, §1 (new).]
E. The filing date is the date first received unless otherwise specified by law or rule.
[1993, c. 718, Pt. A, §1 (new).]
F. The Secretary of State shall file and index the original copy.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Attested copy. The Secretary of State shall promptly make a copy of the original and shall attest that copy by marking upon it the same
endorsement that is required to appear upon the original, together with a further endorsement that the copy is a true copy
of the original document. The attested copy must be returned to the person submitting the document for filing or to that
person's representative.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §630. Materially inaccurate statement
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§630. Materially inaccurate statement
1. Liability. If the certificate of cancellation, articles of organization or articles of amendment contain a materially inaccurate statement,
a person who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
A. A manager or member who executes the certificate or articles and knew or should have known the statement was inaccurate
in a material respect at the time the certificate or articles were executed; and
[1993, c. 718, Pt. A, §1 (new).]
B. A manager or, if none, any member who thereafter knows that an arrangement or other fact described in the certificate or
articles is inaccurate in any material respect or has changed, making the statement inaccurate in any material respect, if
that manager or member had sufficient time to amend or cancel the certificate or articles or to file a petition for the amendment
or cancellation before the statement was reasonably relied upon.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Exception. Notwithstanding subsection 1, a manager or member has no liability for failing to cause the amendment or cancellation of
a certificate or articles to be filed or failing to file a petition for amendment or cancellation pursuant to subsection 1
if the articles of amendment, certificate of cancellation or petition is filed within 90 days of the date that manager or
member knew or should have known the certificate or articles were inaccurate in any material respect.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §631. Notice
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 2: FORMATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§631. Notice
The fact that articles of organization of a limited liability company are on file with the Secretary of State constitutes
notice of facts set forth in the articles that are required by section 622, subsection 1 and by section 623, subsection 6.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §641. Agency power of members and managers
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§641. Agency power of members and managers
1. Actions of members. Except as provided in subsection 2, each member is an agent of a limited liability company for the purpose of its business
or affairs, and the act of a member, including, but not limited to, the execution in the name of a limited liability company
of an instrument, for carrying on the business or affairs of that limited liability company of which that person is a member,
binds a limited liability company, unless the acting member has no authority to act for the limited liability company in a
particular matter, and the person with whom that member is dealing has knowledge of the fact that the member has no such authority.
[1997, c. 633, §12 (amd).]
2. Management vested in one or more managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. A member, acting solely in the capacity as a member, is not an agent of a limited liability company; and
[1993, c. 718, Pt. A, §1 (new).]
B. Each manager is an agent of a limited liability company for the purpose of its business or affairs, and the act of a manager,
including, but not limited to, the execution in the name of that limited liability company of an instrument, for carrying
on in the usual way the business or affairs of that limited liability company of which that person is the manager, binds that
limited liability company, unless the acting manager has no authority to act for the limited liability company in a particular
matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
[1993, c. 718, Pt. A, §1 (new).]
[1997, c. 633, §12 (amd).]
3. Action not apparently in usual way of carrying on business. An act of a manager or a member that is not apparently for carrying on in the usual way the business or affairs of a limited
liability company does not bind that limited liability company unless authorized in accordance with an operating agreement
or articles of organization at the time of the transaction or at any other time.
[1993, c. 718, Pt. A, §1 (new).]
4. Act in contravention of restriction on authority. An act of a manager or member in contravention of a restriction on authority does not bind a limited liability company to
persons having knowledge of the restriction.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 633,
§12
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §642. Admissions of members and managers
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§642. Admissions of members and managers
1. Admission or representation by member. Except as provided in subsection 2, an admission or representation made by a member concerning the business or affairs of
a limited liability company within the scope of a member's authority as provided for by this chapter is evidence against that
limited liability company.
[1997, c. 633, §13 (amd).]
2. Admission or representation by manager. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. An admission or representation made by a manager concerning the business or affairs of a limited liability company within
the scope of the manager's authority as provided for by this chapter is evidence against that limited liability company; and
[1993, c. 718, Pt. A, §1 (new).]
B. An admission or representation of a member, acting solely in that member's capacity as a member, does not constitute evidence
against a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1997, c. 633, §13 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 633,
§13
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §643. Limited liability company charged with knowledge of or notice to member or manager
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§643. Limited liability company charged with knowledge of or notice to member or manager
1. Notice to and knowledge of members. Except as provided in subsection 2, notice to a member of a matter relating to the business or affairs of a limited liability
company, and the knowledge of the member acting in the particular matter acquired while a member or of which the person had
knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated
the knowledge to the acting member, operate as notice to or knowledge of the limited liability company, except in the case
of a fraud on the limited liability company committed by or with the consent of that member.
[1997, c. 633, §14 (amd).]
2. Notice to and knowledge of managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. Notice to a manager of a matter relating to the business or affairs of the limited liability company, and the knowledge
of the manager acting in the particular matter, acquired while a manager or of which the person had knowledge at the time
of becoming a manager and the knowledge of any other manager who reasonably could and should have communicated it to the acting
manager, operate as notice to or knowledge of the limited liability company except in the case of a fraud on the limited liability
company committed by or with the consent of that manager; and
[1993, c. 718, Pt. A, §1 (new).]
B. Notice to or knowledge of a member of a limited liability company, while that member is acting solely in that member's capacity
as a member, is not notice to or knowledge of a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1997, c. 633, §14 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 633,
§14
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §644. Limited liability company liable for member's or manager's actionable conduct; misapplication
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§644. Limited liability company liable for member's or manager's actionable conduct; misapplication
1. Actionable conduct. A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a
wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of
the limited liability company or with the authority of the limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
2. Misapplication of money or property. If, in the course of its business, a limited liability company receives money or property of a person not a member that
is misapplied by a member or a manager while it is in the custody of the limited liability company, the limited liability
company is liable for the loss.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §645. Liability to 3rd parties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§645. Liability to 3rd parties
1. Personal liability. Except as otherwise provided in this Act, the debts, obligations and liabilities of a limited liability company, whether
arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company.
A member or manager of a limited liability company is not obligated personally for any such debt, obligation or liability
of the limited liability company solely by reason of being a member or acting as a manager of a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
2. Failure to follow formalities or requirements. Except as provided in subsection 3, the failure of a limited liability company to observe the usual limited liability company
formalities or requirements relating to the exercise of its limited liability company powers or management of its business
and affairs is not a ground for imposing personal liability on the members for liabilities of the limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
3. Exceptions. The exceptions under the common law to the limited liability of shareholders of a business corporation organized under the
Maine Business Corporation Act and shareholders of a professional corporation organized under the Maine Professional Service
Corporation Act apply to the limited liability of members of a limited liability company.
[RR 2001, c. 2, Pt. C, §4 (cor); §7 (aff).]
4. Choosing personal liability. All or specified members of a limited liability company may be liable in their capacity as members for all or specified
debts, obligations or liabilities of the company if:
A. A statement to that effect is contained in the articles of organization; and
[1995, c. 458, §21 (new).]
B. Any member so liable has either voted for the adoption of the provision or has consented in writing to be bound by the provision.
[1995, c. 458, §21 (new).]
A member of a limited liability company may act as guarantor or surety, may provide collateral or may otherwise assume responsibility
for the debts, obligations or liabilities of the limited liability company whether or not a statement under paragraph A exists
or a vote or consent under paragraph B has occurred.
[1995, c. 458, §21 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 458,
§21
(AMD).
RR 1995,
Ch. 2,
§77
(COR).
RR 2001,
Ch. 2,
§C4
(COR).
RR 2001,
Ch. 2,
§C7
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §646. Parties to actions
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§646. Parties to actions
A member of a limited liability company is not a proper party to a proceeding by or against that limited liability company,
solely by reason of being a member of that limited liability company, except:
[1993, c. 718, Pt. A, §1 (new).]
1. Member's right or liability. If the object of the proceeding is to enforce a member's right against or liability to that limited liability company; or
[1993, c. 718, Pt. A, §1 (new).]
2. Derivative action. In a derivative action brought pursuant to section 732.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §647. Disclosure of members (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A,
@1)
§647. Disclosure of members (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§26
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §651. Management; voting; classes
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§651. Management; voting; classes
1. Management authority of members. Unless the articles of organization provide that management of a limited liability company vests in a manager or managers,
management of the business or affairs of that limited liability company is vested in the members. Subject to provisions in
the operating agreement or this chapter restricting or enlarging the management rights and duties of a person or group or
class of persons, the members have the right and authority to manage the affairs of a limited liability company and to make
all decisions with respect to that limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
2. Classes of members; voting. An operating agreement or the articles of organization may provide for classes or groups of members having such relative
rights, powers and duties as the operating agreement or the articles of organization may provide, and may make provision for
the future creation in the manner provided in the operating agreement or the articles of organization of additional classes
or groups of members having such relative rights, powers and duties as may from time to time be established, including rights,
powers and duties senior to existing classes and groups of members. An operating agreement or articles of organization may
provide for the taking of an action, including the amendment of the operating agreement or articles of organization, without
the vote or approval of any member or class or group of members, including an action to create under the provisions of the
operating agreement or articles of organization a class or group of limited liability company interests that was not previously
outstanding.
An operating agreement or articles of organization may grant to all or certain identified members or a specified class or
group of the members the right to vote separately or with all or any class or group of the members or managers on any matter.
An operating agreement or articles of organization that grant a right to vote may set forth provisions relating to notice
of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of this notice,
action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy
or any other matter with respect to the exercise of any right to vote.
[1993, c. 718, Pt. A, §1 (new).]
3. Management authority of managers. If the articles of organization provide that management of a limited liability company vests in one or more managers, then
these persons have the power to manage the business and affairs of that limited liability company as is provided in the operating
agreement or the articles of organization. Unless otherwise provided in an operating agreement or the articles of organization,
these persons:
A. Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of members on a
per capita basis;
[1993, c. 718, Pt. A, §1 (new).]
B. Need not be members of that limited liability company or natural persons; and
[1993, c. 718, Pt. A, §1 (new).]
C. Unless they have been earlier removed or have earlier resigned, shall hold office until their successors have been elected
and qualified.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
4. Classes of managers; voting. An operating agreement or the articles of organization may provide for classes or groups of managers having such relative
rights, powers and duties as the operating agreement or the articles of organization may provide, and may make provision for
the future creation in the manner provided in the operating agreement or the articles of organization of additional classes
or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights,
powers and duties senior to existing classes and groups of managers. An operating agreement or the articles of organization
may provide for the taking of an action, including the amendment of the operating agreement or the articles of organization,
without the vote or approval of any manager or class or group of managers, including an action to create under the provisions
of the operating agreement or the articles of organization a class or group of limited liability company interests that was
not previously outstanding.
An operating agreement or the articles of organization may grant to all or certain identified managers or a specified class
or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matters.
Unless otherwise provided in the operating agreement or the articles of organization, voting by managers is on a per capita
basis.
An operating agreement or articles of organization that grants a right to vote may set forth provisions relating to notice
of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers,
waiver of the notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting
in person or by proxy or any other matter with respect to the exercise of any right to vote.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §652. Duties of managers and members
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§652. Duties of managers and members
1. Good faith; best interests; reasonable belief. The managers and members of a limited liability company shall exercise their powers and discharge their duties in good faith
with a view to the interests of the limited liability company and of the members and with that degree of diligence, care and
skill that ordinarily prudent persons would exercise under similar circumstances in like positions.
In discharging their duties, managers and members may in all cases, if acting reasonably and in good faith, rely upon financial
statements of the limited liability company that were either certified in writing by an independent or certified public accountant
or firm of such accountants fairly to reflect the limited liability company's financial condition, or reported to such manager
or member to be correct by the manager or member having charge of the books of accounts of the limited liability company.
A manager or member may not be held personally liable for monetary damages for failure to discharge any duty as a manager
or member unless the manager or member is found not to have acted honestly or in the reasonable belief that the action was
in or not opposed to the best interests of the limited liability company or its members.
[1993, c. 718, Pt. A, §1 (new).]
2. Accountability. Every member and manager must account to the limited liability company and hold as trustee for it any profit or benefit
derived by that person from any transaction connected with the conduct or winding up of the limited liability company, or
any use by the manager or member of its property, including, but not limited to, confidential or proprietary information of
the limited liability company entrusted to the person as a result of that person's status as manager or member, unless that
person has obtained the consent of:
A. If a manager, more than one half by number of the disinterested managers or more than one half by number of the disinterested
members, or such other number as is provided in the operating agreement or articles of organization, but in no event less
than a majority in interest; or
[1997, c. 633, §15 (amd).]
B. If a member, more than one half by number of the disinterested members, or such other number as is provided in the operating
agreement or articles of organization, but in no event less than a majority in interest.
[1997, c. 633, §15 (amd).]
[1997, c. 633, §15 (amd).]
3. No waiver or modification of standard. Except as provided in subsection 2, the provisions of this section may not be modified or waived in an operating agreement,
the articles of organization or otherwise.
[1997, c. 633, §16 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 633,
§15,16
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §653. Voting
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§653. Voting
1. Affirmative vote, approval or consent of majority required. Except as provided in the operating agreement, the articles of organization or this chapter and subject to subsection 2,
the affirmative vote, approval or consent of more than half by number of the members on a per capita basis, if management
of a limited liability company is vested in the members, or of more than 12 of the managers or other persons vested with
management authority of that limited liability company, if the management of that limited liability company is vested in such
managers or persons, is required to decide any matter connected with that limited liability company's business.
[1993, c. 718, Pt. A, §1 (new).]
2. Amend or contravene operating agreement. Except as provided in the operating agreement or the certificate of organization, the affirmative vote, approval or consent
of all members is required to:
A. Amend an operating agreement; or
[1993, c. 718, Pt. A, §1 (new).]
B. Authorize a manager, member or other person to act on behalf of the limited liability company in a manner that contravenes
an operating agreement.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §654. Indemnification of managers, members, employees and agents; insurance
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§654. Indemnification of managers, members, employees and agents; insurance
1. Indemnification of parties. A limited liability company may indemnify or, if provided in the articles of organization or an operating agreement, shall
in all cases indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, because that person is or was a manager,
member, employee or agent of that limited liability company or is or was serving at the request of that limited liability
company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such an action, suit
or proceeding; provided that no indemnification may be provided for a person with respect to a matter for which that person
is finally adjudicated:
A. Not to have acted honestly or in the reasonable belief that that person's action was in or not opposed to the best interests
of a limited liability company or its members or, in the case of a person serving as a fiduciary of an employee benefit plan
or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries; or
[1993, c. 718, Pt. A, §1 (new).]
B. With respect to a criminal action or proceeding, to have had reasonable cause to believe that that person's conduct was
unlawful.
[1993, c. 718, Pt. A, §1 (new).]
The termination of an action, suit or proceeding by judgment, order or conviction adverse to that person, or by settlement
or plea of nolo contendere or its equivalent, does not of itself create a presumption that that person did not act honestly
or in the reasonable belief that that person's action was in or not opposed to the best interests of a limited liability company
or its members or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed
to the best interests of that plan or trust or its participants or beneficiaries and, with respect to a criminal action or
proceeding, had reasonable cause to believe that that person's conduct was unlawful.
[1993, c. 718, Pt. A, §1 (new).]
2. Indemnification prohibited if party liable to limited liability company; exception. Notwithstanding any provision of subsection 1, a limited liability company does not have the power to indemnify a person
with respect to a claim, issue or matter asserted by or in the right of that limited liability company for which that person
is finally adjudicated to be liable to that limited liability company unless the court in which the action, suit or proceeding
was brought determines that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to
indemnity for such amounts as the court determines reasonable.
[1993, c. 718, Pt. A, §1 (new).]
3. Indemnification for expenses of successful party. Any provision of subsection 1, 2 or 4 to the contrary notwithstanding, to the extent that a manager, member, employee or
agent of a limited liability company has been successful on the merits or otherwise in defense of an action, suit or proceeding
referred to in subsection 1 or 2, or in defense of a claim, issue or matter referred to in subsection 1 or 2, that limited
liability company shall indemnify that manager, member, employee or agent against expenses, including attorney's fees, actually
and reasonably incurred by that manager, member, employee or agent in connection with the action, suit or proceeding. The
right to indemnification granted by this subsection may be enforced by a separate action against that limited liability company
if an order for indemnification is not entered by a court in the action, suit or proceeding in which that manager, member,
employee or agent was successful on the merits or otherwise.
[1993, c. 718, Pt. A, §1 (new).]
4. Indemnification proper and in the best interests of the limited liability company. Any indemnification under subsection 1, unless ordered by a court or required by the articles of organization or operating
agreement, may be made by the limited liability company only as authorized in the specific case upon a determination that
indemnification of the manager, member, employee or agent is proper in the circumstances and in the best interests of the
limited liability company. If the articles of organization vest management in a manager or managers, that determination must
be made by the manager or managers by a majority vote of a quorum consisting of managers who were not parties to that action,
suit or proceeding, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested managers so
directs, by independent legal counsel in a written opinion or by the members. If the articles of organization do not vest
management in a manager or managers, the members shall make that determination by majority vote of a quorum consisting of
members who were not parties to that action, suit or proceeding. Such a determination once made may not be revoked and upon
the making of that determination the manager, member, employee or agent may enforce the indemnification against the limited
liability company by a separate action notwithstanding any attempted or actual subsequent action by the manager, managers
or members.
[1993, c. 718, Pt. A, §1 (new).]
5. Payment of expenses in advance. Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized
and paid by a limited liability company in advance of the final disposition of that action, suit or proceeding upon a determination
made in accordance with the procedure established in subsection 4 that, based solely on the facts then known to those making
the determination and without further investigation, the person seeking indemnification satisfied the standard of conduct
prescribed by subsection 1, or if so provided in the articles of organization or an operating agreement, these expenses must
in all cases be authorized and paid by that limited liability company in advance of the final disposition of that action,
suit or proceeding upon receipt by that limited liability company of:
A. A written undertaking by or on behalf of the manager, member, employee or agent to repay that amount if that person is finally
adjudicated:
(1) Not to have acted honestly or in the reasonable belief that that person's action was in or not opposed to the best interests
of a limited liability company or its members or, in the case of a person serving as a fiduciary of an employee benefit a
plan or trust, in or not opposed to the best interests of such a plan or trust or its participants or beneficiaries;
(2) With respect to a criminal action or proceeding, to have had reasonable cause to believe that the person's conduct was
unlawful; or
(3) With respect to a claim, issue or matter asserted in an action, suit or proceeding brought by or in the right of a limited
liability company, to be liable to that limited liability company, unless the court in which that action, suit or proceeding
was brought permits indemnification in accordance with subsection 3; and
[1993, c. 718, Pt. A, §1 (new).]
B. A written affirmation by the manager, member, employee or agent that the person has met the standard of conduct necessary
for indemnification by a limited liability company as authorized in this section.
[1993, c. 718, Pt. A, §1 (new).]
The undertaking required by paragraph A must be an unlimited general obligation of the person seeking the advance but need
not be secured and may be accepted without reference to financial ability to make the repayment.
[1993, c. 718, Pt. A, §1 (new).]
6. Indemnification and advances not exclusive. The indemnification and entitlement to advances of expenses provided by this section is not exclusive of other rights to
which those indemnified may be entitled under an operating agreement, other agreement, vote of members or otherwise, both
as to action in that person's official capacity and as to action in another capacity while holding such an office, and continues
for a person who has ceased to be a manager, member, employee, agent, trustee, partner or fiduciary and inures to the benefit
of the heirs, executors and administrators of that person. A right to indemnification required by the articles of organization
or an operating agreement may be enforced by a separate action against a limited liability company if an order for indemnification
has not been entered by a court in an action, suit or proceeding for which indemnification is sought.
[1993, c. 718, Pt. A, §1 (new).]
7. Insurance. A limited liability company may purchase and maintain insurance on behalf of a person who is or was a manager, member, employee
or agent of that limited liability company, or is or was serving at the request of that limited liability company as a director,
officer, trustee, partner, fiduciary, employee or agent of a corporation, partnership, joint venture, trust, pension or other
employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in
such a capacity, or arising out of that person's status as such, whether or not that limited liability company would have
the power to indemnify that person against such a liability under this section.
[1993, c. 718, Pt. A, §1 (new).]
8. Application to mergers and consolidations. For purposes of this section, references to a "limited liability company" include, in addition to a surviving limited liability
company or new limited liability company, a participating limited liability company in a consolidation or merger.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §655. Records and information
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§655. Records and information
1. Records to be kept at principal place of business. A limited liability company shall keep at its principal place of business the following:
A. A current list and a past list, with the full names and last known mailing addresses of each member and manager in alphabetical
order;
[1993, c. 718, Pt. A, §1 (new).]
B. A copy of the articles of organization and all amendments to them, together with executed copies of powers of attorney pursuant
to which articles or certificates have been executed;
[1993, c. 718, Pt. A, §1 (new).]
C. Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any,
for the 6 most recent years or, if the returns and statements were not prepared, copies of the information and statements
provided to the members to enable them to prepare their federal, state and local tax returns for that period;
[1993, c. 718, Pt. A, §1 (new).]
D. Copies of effective operating agreements and all amendments and copies of operating agreements no longer in effect; and
[1993, c. 718, Pt. A, §1 (new).]
E. Unless provided in an operating agreement or articles of organization, a writing setting out:
(1) The amount of cash and the agreed value of other property or services contributed by each member and the times at which
or events upon the happening of which when additional contributions agreed upon by each member are to be made;
(2) Events, if any, upon the happening of which a limited liability company is to be dissolved and its affairs wound up;
and
(3) Other writings prepared pursuant to a requirement in an operating agreement.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Access to and confidentiality of information; records. A member's access to records of the limited liability company is governed as follows.
A. Each member of a limited liability company has the right, subject to reasonable standards, including standards governing
what information and documents are to be furnished at which time and location and at whose expense, as may be set forth in
an operating agreement or articles of organization or otherwise established by the manager or, if there is no manager, then
by the requisite vote of members, to obtain from the limited liability company from time to time upon reasonable demand for
any purpose reasonably related to the member's interest as a member of the limited liability company:
(1) True and full information regarding the status of the business and financial condition of the limited liability company;
(2) Promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns
for each year;
(3) A current list of the name and last known business, residence or mailing address of each member and manager;
(4) A copy of any operating agreement and articles of organization and all amendments, together with executed copies of
any written powers of attorney pursuant to which the operating agreement and any articles and all amendments have been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other
property or services contributed by each member and which each member has agreed to contribute in the future, and the date
on which each became a member; and
(6) Other information regarding the affairs of the limited liability company as is just and reasonable.
[1993, c. 718, Pt. A, §1 (new).]
B. Each manager has the right to examine all of the information described in paragraph A for a purpose reasonably related to
that person's position as a manager.
[1993, c. 718, Pt. A, §1 (new).]
C. The manager of a limited liability company has the right to keep confidential from the members, for a period of time the
manager considers reasonable, any information that the manager reasonably believes to be in the nature of trade secrets or
other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability
company or could damage the limited liability company or its business or that the limited liability company is required by
law or by agreement with a 3rd party to keep confidential.
[1993, c. 718, Pt. A, §1 (new).]
D. Any demand by a member under this section must be in writing and must state the purpose of the demand.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Machine-readable form. A limited liability company may maintain its records in other than a written form if the form is capable of conversion into
written form within a reasonable time.
[1993, c. 718, Pt. A, §1 (new).]
4. Provision of true and full information to a member or legal representative. Members, if the management of a limited liability company is vested in the members, or managers, if management of that limited
liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true
and full information about all things affecting the members to a member or to the legal representative of a deceased member
or of a member under legal disability.
[1993, c. 718, Pt. A, §1 (new).]
5. Failure to keep records. Failure of a limited liability company to keep or maintain records or information required by this section is not grounds
for imposing liability on a person for the debts and obligations of that limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §656. Remedies for breach of operating agreement by manager
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§656. Remedies for breach of operating agreement by manager
An operating agreement may provide that:
[1993, c. 718, Pt. A, §1 (new).]
1. Breach of operating agreement. A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement
is subject to specified penalties or specified consequences; and
[1993, c. 718, Pt. A, §1 (new).]
2. Happening of specified events. At the time or upon the happening of events specified in the operating agreement, a manager is subject to specified penalties
or specified consequences.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §657. Reliance on reports and information by member or manager
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§657. Reliance on reports and information by member or manager
A member or manager of a limited liability company is fully protected in relying in good faith upon the records of the limited
liability company and upon the information, opinions, reports or statements presented to the limited liability company by
any of its other managers, members, officers, employees or committees of the limited liability company, or by any other person,
as to matters the member or manager reasonably believes are within that other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company
or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §661. Contributions to capital
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 5: FINANCE (Enacted by PL 1993, c. 718, Pt. A, @1)
§661. Contributions to capital
The contribution of a member may be in cash, tangible or intangible property, services rendered or a promissory note or other
obligation to contribute cash or property or to perform services.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §662. Liability for contributions
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 5: FINANCE (Enacted by PL 1993, c. 718, Pt. A, @1)
§662. Liability for contributions
1. Obligation to perform enforceable promise. Except as provided in the operating agreement or the articles of organization, a member, the personal representative of
the member's estate or the member's successors or assigns is obligated to the limited liability company to perform any enforceable
promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability
or other reason.
[1993, c. 718, Pt. A, §1 (new).]
2. Conditions to obligation. A conditional obligation of a member to make a contribution or pay money or other property to a limited liability company
may not be enforced unless the conditions to the obligation have been satisfied or waived for or by that member. Conditional
obligations include contributions payable upon a discretionary call of a limited liability company before the time the call
occurs.
[1993, c. 718, Pt. A, §1 (new).]
3. Contribution of property, services or cash. If a member does not make the required contribution of property or services, that member is obligated, at the option of
the limited liability company, to contribute cash equal to that portion of value of the stated contribution that has not been
made. The option of the limited liability company is in addition to, and not in lieu of, other rights, including the right
to specific performance, that that limited liability company may have against that member under the operating agreement or
applicable law.
[1993, c. 718, Pt. A, §1 (new).]
4. Compromise of promise. Unless otherwise provided in section 672, the operating agreement or the articles of organization, the obligation of a member
to make a contribution may be compromised only with the unanimous consent of the members.
[1993, c. 718, Pt. A, §1 (new).]
5. Creditors' rights. Notwithstanding the compromise or the availability or exercise of any other remedy including any remedy created pursuant
to subsection 6, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation
after the member signs a writing that reflects the obligation and before the compromise or exercise of the remedy may enforce
the original obligation.
[1993, c. 718, Pt. A, §1 (new).]
6. Remedies. An operating agreement or articles of organization may provide that the interest of a member who fails to make any contribution
or other payment that the member is required to make is subject to specified remedies for, or specified consequences of, the
failure. The remedy or consequence may take the form of reducing the defaulting member's interest in the limited liability
company, subordinating the defaulting member's interest in the limited liability company to that of the nondefaulting members,
a forced sale of the interest in the limited liability company, forfeiture of the interest in the limited liability company,
the lending by the nondefaulting members of the amount necessary to meet the commitment, a fixing of the value of the member's
interest in the limited liability company by appraisal or by formula and redemption and sale of the member's interest in the
limited liability company at that value or other remedy or consequences. Except as provided in subsection 3, the availability
or exercise of any of these remedies does not preclude the exercise by any creditor of the limited liability company of the
rights conferred by subsection 5.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §663. Allocation of profits and losses
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 5: FINANCE (Enacted by PL 1993, c. 718, Pt. A, @1)
§663. Allocation of profits and losses
The profits and losses of a limited liability company must be allocated among the members and among classes or groups of members
in the manner provided in the operating agreement or the articles of organization. If the operating agreement or articles
of organization do not so provide, the profits and losses must be allocated on a per capita basis.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §671. Sharing of interim distributions
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1993, c. 718, Pt. A, @1)
§671. Sharing of interim distributions
Except as provided in section 705, distributions of cash or other assets of a limited liability company must be shared among
the members and among classes of members in the manner provided in an operating agreement or the articles of organization.
If the operating agreement or articles of organization do not so provide, each member or other person entitled to the interest
of a member shares in any distribution equally. A member is entitled to receive distributions described in this section from
a limited liability company to the extent and at the times or upon the happening of the events specified in an operating agreement
or articles of organization or at the times determined by the members or managers pursuant to section 653.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §672. Distributions on withdrawal
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1993, c. 718, Pt. A, @1)
§672. Distributions on withdrawal
Upon a withdrawal under section 692 that does not cause dissolution, a withdrawing member is entitled to receive any distribution
to which the member is entitled under the operating agreement. If not otherwise provided in the operating agreement, the
member is not entitled to receive any distribution.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §673. Distribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1993, c. 718, Pt. A, @1)
§673. Distribution
Except as provided in the operating agreement or articles of organization:
[1993, c. 718, Pt. A, §1 (new).]
1. Distributions in cash. A member, regardless of the nature of that member's contribution, has no right to demand and receive a distribution from
a limited liability company in any form other than cash; and
[1993, c. 718, Pt. A, §1 (new).]
2. Distribution in kind. A member may not be compelled to accept from a limited liability company a distribution of an asset in kind to the extent
that the percentage of that asset distributed to the member exceeds a percentage of that asset that is equal to the percentage
in which the member shares in distributions from that limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §674. Right to distribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1993, c. 718, Pt. A, @1)
§674. Right to distribution
At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies
available to a creditor of a limited liability company with respect to the distribution.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §675. Restrictions on distributions and wrongful distributions
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1993, c. 718, Pt. A, @1)
§675. Restrictions on distributions and wrongful distributions
1. Distribution prohibited. A distribution may not be made if after giving effect to the distribution:
A. The limited liability company is not able to pay its debts as they become due in the usual course of business; or
[1993, c. 718, Pt. A, §1 (new).]
B. All liabilities of the limited liability company, other than liabilities to members on account of their limited liability
company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability
company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that
is subject to a liability for which the recourse of creditors is limited is included in the assets of the limited liability
company only to the extent that the fair value of that property exceeds that liability.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Distribution not prohibited. A limited liability company may base a determination that a distribution is not prohibited under subsection 1 on either:
A. Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances;
or
[1993, c. 718, Pt. A, §1 (new).]
B. A fair valuation or other method that is reasonable under the circumstances.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Effect of distribution. Except as provided in subsection 5, the effect of a distribution under subsection 1 is measured as of:
A. The date the distribution is authorized if payment occurs within 120 days after the date of authorization; or
[1993, c. 718, Pt. A, §1 (new).]
B. The date payment is made if it occurs more than 120 days after the date of authorization.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
4. Indebtedness to member. A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this
section is at parity with that limited liability company's indebtedness to its general unsecured creditors, except to the
extent subordinated by agreement.
[1993, c. 718, Pt. A, §1 (new).]
5. Indebtedness not a liability. If terms of the indebtedness provide that payment of principal and interest is to be made only if, and to the extent that,
payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including
indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection 2.
[1993, c. 718, Pt. A, §1 (new).]
6. Indebtedness issued as a distribution. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as
a distribution, the effect of which is measured on the date the payment is actually made.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §676. Liability upon wrongful distribution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL (Enacted by PL 1993, c. 718, Pt. A, @1)
§676. Liability upon wrongful distribution
1. Personal liability for wrongful distribution. A member or manager who votes for or assents to a distribution in violation of the operating agreement, articles of organization
or section 675 is personally liable to a limited liability company for the amount of the distribution that exceeds what could
have been distributed without violating section 675, articles of organization or the operating agreement if it is established
that the member or manager did not act in compliance with section 675.
[1993, c. 718, Pt. A, §1 (new).]
2. Contribution for personal liability. Each member or manager held liable under subsection 1 for a wrongful distribution is entitled to contribution:
A. From each other member or manager who could be held liable under subsection 1 for the unlawful distribution; and
[1993, c. 718, Pt. A, §1 (new).]
B. From each member for the amount that member received knowing that the distribution was made in violation of section 675,
articles of organization or the operating agreement.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Limitation on actions for wrongful distribution. A proceeding under this section is barred unless it is commenced within 2 years after the date on which the effect of the
distribution is measured under section 675.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §681. Ownership of limited liability company property
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§681. Ownership of limited liability company property
1. Property of limited liability company. Property transferred to or otherwise acquired by a limited liability company becomes property of that limited liability
company. A member has no interest in specific limited liability company property.
[1993, c. 718, Pt. A, §1 (new).]
2. Property in the name of limited liability company. Property may be acquired, held and conveyed in the name of a limited liability company. An estate in real property may
be acquired in the name of that limited liability company and title to an estate so acquired vests in that limited liability
company rather than in the members individually.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §682. Rules for determining when property is owned by a limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§682. Rules for determining when property is owned by a limited liability company
1. Acquired in name of limited liability company. Subject to subsection 4, property is presumed owned by a limited liability company if it is acquired in the name of that
limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
2. Purchased with funds of limited liability company. Subject to subsection 4, property is presumed owned by a limited liability company if it is purchased with funds of that
limited liability company even if it is acquired in the name of a member or other person.
[1993, c. 718, Pt. A, §1 (new).]
3. Separate property of members. Subject to subsection 4, property is presumed separate property of one or more members or other persons if it is acquired
in the name or names of that person or those persons without use of funds of a limited liability company even though the property
is used for purposes of the business of that limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
4. Property held of public record. Real property and other property held of public record other than in the name of a limited liability company, the ownership
of which is customarily publicly recorded, is not deemed owned by that limited liability company to the prejudice of a person
who is not a member and who did not have actual knowledge to the contrary.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §683. Transfer of property
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§683. Transfer of property
1. Transfer by member. Except as provided in subsection 5, title to property of a limited liability company that is held in the name of that limited
liability company may be transferred by an instrument of transfer executed by a member in the name of that limited liability
company.
[1993, c. 718, Pt. A, §1 (new).]
2. Transfer by persons named in title. Title to property of a limited liability company that is held in the name of one or more members or managers with an indication
in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability
company or of the existence of a limited liability company, even if the name of that limited liability company is not indicated,
may be transferred by an instrument of transfer executed by the persons in whose name title is held.
[1993, c. 718, Pt. A, §1 (new).]
3. Recovery of transferred property. Property transferred under subsections 1 and 2 may be recovered by a limited liability company if it proves that the act
of the person executing the instrument of transfer did not bind that limited liability company under section 641. Unless
the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent
transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority
to bind that limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
4. Transfer to a transferee without notice. Title to property of a limited liability company that is held in the name of one or more persons other than that limited
liability company without an indication in the instrument transferring title to the property to them in their capacity as
members or managers of that limited liability company or of the existence of a limited liability company may be transferred
free of claims of that limited liability company or the members by the person in whose name title is held to a transferee
who gives value without having notice that it is property of that limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
5. Transfer by managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. Title to property of the limited liability company that is held in the name of that limited liability company may be transferred
by an instrument of transfer executed by a manager in the name of that limited liability company; and
[1993, c. 718, Pt. A, §1 (new).]
B. A member, acting solely in the capacity as a member, does not have authority to transfer title to property of a limited
liability company that is held in the name of a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §684. Nature of membership interest
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§684. Nature of membership interest
A membership interest in a limited liability company is personal property.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §685. Assignment of membership interest
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§685. Assignment of membership interest
1. Assignment of membership interest. Except as provided in an operating agreement or articles of organization:
A. A membership interest is assignable in whole or in part;
[1993, c. 718, Pt. A, §1 (new).]
B. An assignment entitles the assignee to share in profits and losses, to receive the distribution or distributions and to
receive the allocation of income, gain, loss, deduction or credit or similar item to which the assignor was entitled, to the
extent assigned;
[1993, c. 718, Pt. A, §1 (new).]
C. An assignment of a membership interest does not of itself dissolve a limited liability company or entitle the assignee to
participate in the management and affairs of a limited liability company or to become or exercise any rights of a member;
[1993, c. 718, Pt. A, §1 (new).]
D. Until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member and to
have the power to exercise any rights of a member, subject to the member's right pursuant to section 692, subsection 1, paragraph
C, subparagraph (2);
[1993, c. 718, Pt. A, §1 (new).]
E. Until an assignee of a membership interest becomes a member, the assignee has no liability as a member solely as a result
of the assignment; and
[1993, c. 718, Pt. A, §1 (new).]
F. The assignor of a membership interest is not released from liability as a member solely as a result of the assignment.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Membership evidenced by certificate. An operating agreement or articles of organization may provide that a member's interest in a limited liability company may
be evidenced by a certificate of membership interest issued by a limited liability company and may also provide for the assignment
or transfer of a membership interest represented by such a certificate and make other provisions with respect to the certificates.
[1993, c. 718, Pt. A, §1 (new).]
3. Encumbered membership interest. Unless otherwise provided in an operating agreement, the pledge of or granting of a security interest, lien or other encumbrance
in or against any or all of the membership interest of a member is not an assignment and does not cause the member to cease
to be a member or to cease to have the power to exercise the rights or powers of a member.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §686. Rights of judgment creditor
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§686. Rights of judgment creditor
On application to a court of competent jurisdiction by a judgment creditor of a member, the court may charge the membership
interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent so charged, the judgment
creditor has only the rights of an assignee of the membership interest. This Act does not deprive a member of the benefit
of any exemption laws applicable to that member's membership interest.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §687. Right of assignee to become a member
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§687. Right of assignee to become a member
1. Right to become member. An assignee of a membership interest may become a member if:
A. The operating agreement or articles of organization so provide; or
[1993, c. 718, Pt. A, §1 (new).]
B. All other members and the assignee consent.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Rights, powers and liabilities of assignee as a member. An assignee who becomes a member has to the extent assigned the rights and powers and is subject to the restrictions and
liabilities of a member under the articles of organization, an operating agreement and this Act. An assignee who becomes
a member also is liable for any obligations of the assignor to make contributions and to return distributions under section
662. The assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became
a member and that could not be ascertained from an operating agreement or articles of organization.
[1993, c. 718, Pt. A, §1 (new).]
3. Assignor not released. Whether or not an assignee of a membership interest becomes a member, the assignor is not released from liability to a limited
liability company under section 662.
[1993, c. 718, Pt. A, §1 (new).]
4. Assignment ceases membership. Except as otherwise provided in the operating agreement or articles of organization, a member who assigns that member's
entire interest in a limited liability company ceases to be a member or to have the power to exercise any rights of a member
when an assignee of that member's interest becomes a member with respect to the assigned interest.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §688. Powers of estate of a deceased or incompetent member
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY (Enacted by PL 1993, c. 718, Pt. A, @1)
§688. Powers of estate of a deceased or incompetent member
If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage
the member's person or property, the member's executor, administrator, guardian, conservator or other legal representative
has all of the rights of an assignee of the member's interest.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §691. Admission of members
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 8: ADMISSION AND WITHDRAWAL OF MEMBERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§691. Admission of members
1. Becoming a member. Subject to subsection 2, a person may become a member in a limited liability company:
A. When the person acquires a limited liability company interest directly from a limited liability company, upon compliance
with the operating agreement or articles of organization or, if neither the operating agreement nor the articles of organization
so provide, upon the written consent of all members; and
[1993, c. 718, Pt. A, §1 (new).]
B. When the person is an assignee of a limited liability company interest as provided in section 685.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Effective time of admission. The effective time of admission of a member to a limited liability company is the later of:
A. The date a limited liability company is formed; or
[1993, c. 718, Pt. A, §1 (new).]
B. The time provided in the operating agreement or articles of organization or, if no such time is provided in the operating
agreement or articles of organization, when the person's admission is recorded in the records of a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §692. Events of withdrawal
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 8: ADMISSION AND WITHDRAWAL OF MEMBERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§692. Events of withdrawal
1. Withdrawing as a member. A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:
A. The member withdraws by voluntary act from a limited liability company as provided in subsection 3;
[1993, c. 718, Pt. A, §1 (new).]
B. The member ceases to be a member of a limited liability company as provided in section 687;
[1993, c. 718, Pt. A, §1 (new).]
C. The member is removed as a member:
(1) In accordance with an operating agreement or articles of organization; or
(2) Subject to a contrary provision in the operating agreement or articles of organization, when the member assigns all
of that member's interest in a limited liability company, by an affirmative vote of a majority in interest of the members
who have not assigned their interests;
[1993, c. 718, Pt. A, §1 (new).]
D. Subject to a contrary provision in the operating agreement or articles of organization or written consent of a majority
in interest of all members at the time, the member:
(1) Makes an assignment for the benefit of creditors;
(2) Files a voluntary petition in bankruptcy;
(3) Is adjudicated a bankrupt or an insolvent;
(4) Files a petition or answer seeking for that member any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any law or regulation;
(5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against
that member in a proceeding of that nature; or
(6) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of that member or of all or
a substantial part of that member's properties;
[1993, c. 718, Pt. A, §1 (new).]
E. Subject to a contrary provision in the operating agreement or articles of organization, or written consent of a majority
in interest of all members at the time, 120 days after the commencement of a proceeding against the member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law or regulation, the proceeding
has not been dismissed, or if within 90 days after the appointment without the member's consent or acquiescence of a trustee,
receiver or liquidator of the member or of all or a substantial part of the member's properties, the appointment is not vacated
or stayed, or if within 90 days after the expiration of a stay, the appointment is not vacated;
[1993, c. 718, Pt. A, §1 (new).]
F. Subject to a contrary provision in the operating agreement or articles of organization or written consent of a majority
in interest of all members at the time, when a member who is an individual:
(1) Dies; or
(2) Is adjudicated incompetent to manage the member's person or estate by a court of competent jurisdiction;
[1993, c. 718, Pt. A, §1 (new).]
G. Subject to a contrary provision in the operating agreement or articles of organization or written consent of a majority
in interest of all members at the time, when a member is a trust or is acting as a member because that member is a trustee
of a trust, the termination of the trust, but not solely the substitution of a new trustee;
[1993, c. 718, Pt. A, §1 (new).]
H. Subject to a contrary provision in the operating agreement or articles of organization or written consent of a majority
in interest of all members at the time, when a member is a separate limited liability company, the dissolution and commencement
of winding up of the separate limited liability company;
[1993, c. 718, Pt. A, §1 (new).]
I. Subject to a contrary provision in the operating agreement or articles of organization or written consent of a majority
in interest of all members at the time, when a member is a corporation, the filing of a certificate of its dissolution or
the equivalent for the corporation or the suspension of its charter and the expiration of 90 days after the date of notice
to the corporation of suspension without a reinstatement of its charter; or
[1993, c. 718, Pt. A, §1 (new).]
J. Subject to a contrary provision in the operating agreement or articles of organization or written consent of a majority
in interest of all members at the time, when a member is an estate, the distribution by the fiduciary of the estate's entire
interest in a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Other events. The members may provide in the operating agreement or articles of organization for other events the occurrence of which
result in a person ceasing to be a member of a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
3. Voluntary withdrawal; damages. Unless the operating agreement or articles of organization provide that a member has no power to withdraw by voluntary act
from a limited liability company, the member may do so at any time by giving a 30-day written notice to the other members
or such other notice as provided in the operating agreement or articles of organization. If the member has the power to withdraw
but the withdrawal is a breach of an operating agreement or articles of organization or the withdrawal occurs as a result
of otherwise wrongful conduct of the member, a limited liability company may recover from the withdrawing member damages for
breach of the operating agreement or articles of organization including the reasonable costs of obtaining replacement of the
services the withdrawn member was obligated to perform and may offset the damages against the amount otherwise distributable
to that member, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable
law. Unless otherwise provided in the operating agreement, in the case of a limited liability company for a definite term
or particular undertaking, a withdrawal by a member before the expiration of that term is a breach of the operating agreement.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §693. Power of member who has withdrawn to bind limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 8: ADMISSION AND WITHDRAWAL OF MEMBERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§693. Power of member who has withdrawn to bind limited liability company
For 2 years after a member withdraws without resulting in a dissolution and winding up of the limited liability company business,
the limited liability company, including a surviving limited liability company under subchapter XII, is bound by an act of
the member who withdrew that would have bound the limited liability company under section 641 before dissociation only if
at the time of entering into the transaction the other party:
[1993, c. 718, Pt. A, §1 (new).]
1. Reasonable belief. Reasonably believed that the member who withdrew was a member at that time;
[1993, c. 718, Pt. A, §1 (new).]
2. No notice. Did not have notice of the member's withdrawal; and
[1993, c. 718, Pt. A, §1 (new).]
3. Not deemed to have notice. Is not deemed to have had notice under section 694.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §694. Statement of withdrawal
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 8: ADMISSION AND WITHDRAWAL OF MEMBERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§694. Statement of withdrawal
1. Statement of withdrawal. A member who has withdrawn or the limited liability company may file a statement of withdrawal stating the name of the limited
liability company and that the member has withdrawn from the limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
2. Deemed to have notice. For the purposes of sections 641 and 693, a person not a member is deemed to have notice of the withdrawal 90 days after
the statement of withdrawal is filed.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §695. Rights of former member
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 8: ADMISSION AND WITHDRAWAL OF MEMBERS (Enacted by PL 1993, c. 718, Pt. A, @1)
§695. Rights of former member
1. No payment for interest. Unless the operating agreement or articles of organization provide otherwise, if the limited liability company is not dissolved
after a person ceases to be a member under section 692, the person has no right to any payment from the limited liability
company for that person's interest in the limited liability company.
[1999, c. 638, §27 (new).]
2. Payment for interest. Unless the operating agreement or articles of organization provide otherwise, if the limited liability company is not dissolved
after a person ceases to be a member under section 692, and if the limited liability company elects to pay to that person
or that person's successor in interest for that person's interest in the limited liability company in complete liquidation
of the interest.
A. The price must be the fair value of that person's interest in the limited liability company as of the date the person ceased
to be a member, based upon the person's right to share in distributions from the limited liability company.
[1999, c. 638, §27 (new).]
B. The amount must be paid within a reasonable time after the person has ceased to be a member.
[1999, c. 638, §27 (new).]
[1999, c. 638, §27 (new).]
Section History:
PL 1999,
Ch. 638,
§27
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §701. Nonjudicial dissolution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§701. Nonjudicial dissolution
A limited liability company is dissolved and its affairs are wound up upon the first to occur of the following:
[1993, c. 718, Pt. A, §1 (new).]
1. Specified time or event. At the time or upon the happening of events specified in a limited liability company operating agreement or articles of
organization;
[1993, c. 718, Pt. A, §1 (new).]
2. Consent. Written consent of all members; or
[1997, c. 633, §17 (amd).]
3. Withdrawal of a member.
[1997, c. 633, §18 (rp).]
4. Judicial dissolution. Entry of decree of judicial dissolution under section 702.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 633,
§17,18
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §702. Dissolution pursuant to court order
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§702. Dissolution pursuant to court order
The Superior Court of this State may decree the dissolution of, and liquidate the assets and business of, a limited liability
company:
[1993, c. 718, Pt. A, §1 (new).]
1. Action filed by member. In an action filed by a member in which it is established that:
A. The managers of the limited liability company are so divided respecting the management of the limited liability company's
business and affairs that the votes required for action by the managers cannot be obtained and the members are unable to terminate
the division, with the consequence that the limited liability company is suffering or will suffer irreparable injury, or the
business and affairs of the limited liability company can no longer be conducted to the advantage of the members generally;
[1993, c. 718, Pt. A, §1 (new).]
B. The members are so divided respecting the management of the business and affairs of the limited liability company that the
limited liability company is suffering or will suffer irreparable injury, or the business and affairs of the limited liability
company can no longer be conducted to the advantage of the members;
[1993, c. 718, Pt. A, §1 (new).]
C. The acts of the managers or those in control of the limited liability company are illegal or fraudulent;
[1993, c. 718, Pt. A, §1 (new).]
D. The assets of the limited liability company are being misapplied or wasted;
[1993, c. 718, Pt. A, §1 (new).]
E. The petitioning member has a right, under a provision of the articles of organization, the operating agreement or section
701, to dissolution of the limited liability company at will or upon the occurrence of any specified event or contingency
and has made a conforming demand upon the managers or members in control, who have failed to proceed with dissolution as required
by section 701; or
[1993, c. 718, Pt. A, §1 (new).]
F. The limited liability company has abandoned its business and has failed, within a reasonable time, to take steps to dissolve
and liquidate its affairs and distribute its assets.
[1993, c. 718, Pt. A, §1 (new).]
In determining whether to order dissolution under this subsection, the court may not deny dissolution solely because it is
found that the business of the limited liability company has been or could be conducted at a profit;
[1993, c. 718, Pt. A, §1 (new).]
2. Action filed by creditor. In an action filed by a creditor of the limited liability company when it is established that the limited liability company
is insolvent or that its debts exceed its assets;
[1993, c. 718, Pt. A, §1 (new).]
3. Application by a limited liability company, intent to dissolve. Upon application by a limited liability company that has filed a statement of intent to dissolve, as provided in this Act,
to have its liquidation continued under the supervision of the court;
[1993, c. 718, Pt. A, §1 (new).]
4. Action by member or creditor, intent to dissolve. In an action filed by a member or creditor of a limited liability company that has filed a statement of intent to dissolve,
as provided in this Act, when it is established that there is serious danger that the persons in control of the limited liability
company and its assets will fail to make proper provision for the payment of its debts or will fail to make proper distribution
of the remaining property and assets of the limited liability company to the members in accordance with their respective rights
and interests; or
[1993, c. 718, Pt. A, §1 (new).]
5. Action by the Attorney General. When an action has been filed by the Attorney General to dissolve a limited liability company and it is established that
liquidation of its business and affairs should precede the entry of a decree of dissolution.
[1993, c. 718, Pt. A, §1 (new).]
div>
Proceedings under subsection 1, 2, 3 or 4 must be brought in the county in which the registered office or the principal place
of business of the limited liability company in this State is located.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §703. Winding up
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§703. Winding up
1. Persons authorized to wind up a limited liability company. 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 or one or more liquidating trustees approved by 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.
[1993, c. 718, Pt. A, §1 (new).]
2. Liquidation process. Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in section
625, 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.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §704. Agency power of managers or members after dissolution
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§704. Agency power of managers or members after dissolution
1. Binding after dissolution. Except as provided in subsections 3, 4 and 5, 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
[1993, c. 718, Pt. A, §1 (new).]
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.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Notice of dissolution. The filing of the certificate of cancellation is presumed to constitute notice of dissolution for purposes of subsection
1, paragraph B.
[1993, c. 718, Pt. A, §1 (new).]
3. Binding if authorized. An act of a member that is not binding on a limited liability company pursuant to subsection 1 is binding if it is otherwise
authorized by a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
4. Not binding if notice of restriction. An act of a member that is binding under subsection 1 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.
[1993, c. 718, Pt. A, §1 (new).]
5. Authority of manager. If the articles of organization provide that management of a limited liability company vests in managers, a manager has
the authority of a member provided for in subsection 1 and that member does not have that authority if acting solely in the
capacity of a member.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §705. Distribution of assets
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§705. Distribution of assets
1. Priority. 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 under section 671 or 672;
[1993, c. 718, Pt. A, §1 (new).]
B. Unless otherwise provided in the operating agreement or articles of organization, to members and former members in satisfaction
of liabilities for distributions under section 671 or 672; and
[1993, c. 718, Pt. A, §1 (new).]
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.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Payment or provisions for payment for liabilities. A limited liability company that has dissolved shall 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.
Any liquidating trustee winding up a limited liability company's affairs who has complied with this section is not personally
liable to the claimants of the dissolved limited liability company by reason of that person's actions in winding up a limited
liability company.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §706. Known claims against dissolved limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§706. Known claims against dissolved limited liability company
1. Filing of claims. In proceedings to liquidate the assets and business of a limited liability company, the court may require all creditors
of the limited liability company to file with the clerk of the court or with the receiver, in a form the court may prescribe,
proofs under oath of their respective claims. If the court requires the filing of claims, it shall set a date, which is less
than 4 months from the date of the order, as the last day for the filing of claims, and shall prescribe the written notice
that must be given to creditors and claimants of the date set. Prior to the date set, the court may extend the time set for
the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date set may be barred, or
may be permitted, by the court as it considers appropriate, to participate in the distribution of the assets of the limited
liability company.
[1993, c. 718, Pt. A, §1 (new).]
2. Priorities in case of insolvency. If it is determined in the course of the proceedings that the assets of the limited liability company, after subtracting
the expenses of liquidating them and the expenses of the proceeding, are less than the debts of the limited liability company,
all attachments made within 4 months before the commencement of the action are dissolved.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §707. Unknown claims against dissolved limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 9: DISSOLUTION (Enacted by PL 1993, c. 718, Pt. A, @1)
§707. Unknown claims against dissolved limited liability company
1. Publication of notice for unknown claims. A dissolved limited liability company may publish notice of its dissolution pursuant to this section that requests that
persons with claims against a limited liability company present them in accordance with the notice set forth in subsection
2.
[1993, c. 718, Pt. A, §1 (new).]
2. Notice requirements. 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;
[1993, c. 718, Pt. A, §1 (new).]
B. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
[1993, c. 718, Pt. A, §1 (new).]
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.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Claims barred. If the dissolved limited liability company publishes a newspaper notice in accordance with subsection 2 and files a certificate
of cancellation pursuant to section 625, 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 under section 706;
[1993, c. 718, Pt. A, §1 (new).]
B. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; and
[1993, c. 718, Pt. A, §1 (new).]
C. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
4. Enforcement of claim. A claim may be enforced under this section:
A. Against the dissolved limited liability company, to the extent of its undistributed assets; or
[1993, c. 718, Pt. A, §1 (new).]
B. 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, but a member's total liability for all claims under this section may not exceed the total amount of assets
distributed to that member.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §711. Laws governing foreign limited liability companies
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§711. Laws governing foreign limited liability companies
1. Laws governing. Unless otherwise provided by the Constitution of Maine:
A. The laws of the state or country under which a foreign limited liability company is organized govern its organization and
internal affairs and the liability of its members; and
[1993, c. 718, Pt. A, §1 (new).]
B. A foreign limited liability company may not be denied the authority to do business by reason of a difference between the
laws referred to in this subsection and the laws of this State.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Type of business. A foreign limited liability company may transact any business in this State that may be transacted by a domestic limited
liability company.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §712. Authority to do business required; application
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§712. Authority to do business required; application
Before doing business in this State, a foreign limited liability company must obtain authority to do business from the Secretary
of State.
[1993, c. 718, Pt. A, §1 (new).]
1. Definitions. As used in this subchapter, "doing business," "the doing of business" or "business done in this State," by a foreign limited
liability company means the course or practice of carrying on any business activities in this State. Without excluding other
activities that may not constitute transacting business in this State, a foreign limited liability company is not considered
to be transacting business in this State, exclusively for the purpose of qualification under this subchapter, solely by reason
of carrying on in this State one or more of the following activities:
A. Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the
settlement of claims or disputes;
[1993, c. 718, Pt. A, §1 (new).]
B. Holding meetings of its managers or members or carrying on other activities concerning its internal affairs;
[1993, c. 718, Pt. A, §1 (new).]
C. Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank
or trust company or stock or bond brokerage accounts;
[1993, c. 718, Pt. A, §1 (new).]
D. Maintaining offices or agencies for the transfer, exchange and registration of its interests or appointing and maintaining
trustees or depositaries with relation to its interests;
[1993, c. 718, Pt. A, §1 (new).]
E. Effecting sales through independent contractors;
[1993, c. 718, Pt. A, §1 (new).]
F. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, when the orders require acceptance
outside this State before becoming binding contracts and when the contracts do not involve any local performance other than
delivery and installation;
[1993, c. 718, Pt. A, §1 (new).]
G. Making loans or creating or acquiring evidences of debt, mortgages or liens on real or personal property or recording the
same;
[1993, c. 718, Pt. A, §1 (new).]
H. Securing or collecting debts or enforcing any rights in property securing the same;
[1993, c. 718, Pt. A, §1 (new).]
I. Effecting transactions in interstate or foreign commerce;
[1993, c. 718, Pt. A, §1 (new).]
J. Owning or controlling a subsidiary corporation incorporated in or transacting business within this State;
[1993, c. 718, Pt. A, §1 (new).]
K. Owning or controlling a general or limited partnership or a limited liability company organized or transacting business
within this State;
[1993, c. 718, Pt. A, §1 (new).]
L. Conducting an isolated transaction not in the course of a number of repeated similar transactions;
[1993, c. 718, Pt. A, §1 (new).]
M. Serving as trustee, executor, administrator or guardian or in like fiduciary capacity as permitted by the laws of this State;
or
[1993, c. 718, Pt. A, §1 (new).]
N. Being a partner in a domestic limited partnership or a member in a domestic limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. Execution. The foreign limited liability company shall submit an application for authority to do business to the Secretary of State,
executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation and by the
registered agent as required by section 714, subsection 2-A on a form prescribed by or furnished by the Secretary of State.
[1997, c. 376, §53 (amd).]
3. Contents of the application. The application must include:
A. The name of the foreign limited liability company and, if different, the name under which that company proposes to apply
for authority to do business in this State;
[1993, c. 718, Pt. A, §1 (new).]
B. The state or country where organized, the date of its organization and a statement that, as of the date of filing, the foreign
limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its organization;
[1993, c. 718, Pt. A, §1 (new).]
C. The nature of the business or purposes to be conducted or promoted in this State;
[1993, c. 718, Pt. A, §1 (new).]
D. The address of the registered office and the name and address of the registered agent for service of process required to
be maintained under section 714, subsection 2;
[1993, c. 718, Pt. A, §1 (new).]
E. A statement that the Secretary of State is appointed the agent of the foreign limited liability company for service of process;
[1993, c. 718, Pt. A, §1 (new).]
F. The name and business, residence or mailing address of each of the managers, if any;
[1993, c. 718, Pt. A, §1 (new).]
G. The date on which the foreign limited liability company first did, or intends to do, business in this State;
[1993, c. 718, Pt. A, §1 (new).]
H. A certificate of existence or a document of similar import duly authenticated by the secretary of state or other official
having custody of limited liability company records in the state or country under whose law the foreign limited liability
company is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the
application for filing;
[2005, c. 302, §12 (amd).]
I. The address of the registered or principal office of the limited liability company in the jurisdiction of its organization
or the principal office wherever located; and
[2005, c. 302, §13 (amd).]
J. In the case of a professional limited liability company, the professional service or services to be rendered in the State
and a statement that all its members and managers, if any, are licensed in one or more states to render a professional service
disclosed in its application.
[2005, c. 302, §14 (new).]
[2005, c. 302, §§12-14 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
RR 1995,
Ch. 2,
§78
(COR).
PL 1997,
Ch. 376,
§53,54
(AMD).
PL 2003,
Ch. 344,
§C27
(AMD).
PL 2005,
Ch. 302,
§12-14
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §713. Evidence of authority to do business
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§713. Evidence of authority to do business
If the Secretary of State finds that an application for the authority to do business conforms to the requirements of this
chapter and all requisite fees have been paid, the Secretary of State shall:
[1993, c. 718, Pt. A, §1 (new).]
1. Attest application. Attest that the application has been filed by:
A. Endorsing upon the original application the word "filed" and the day, month and year of the filing. The person delivering
the application for filing may have the endorsement include the hour and minute of the filing of the application. This endorsement
is conclusive of the date and time, if included in the endorsement, and of its filing in the absence of actual fraud; and
[1993, c. 718, Pt. A, §1 (new).]
B. Signing, initialing or placing an identifying mark on the endorsement in paragraph A in person or by agent;
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2. File the application. File and index the endorsed application; and
[1993, c. 718, Pt. A, §1 (new).]
3. Copy to limited liability company. Furnish to the person submitting the document for filing, or that person's representative, an attested copy of the application.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §714. Name; registered office; registered agent
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§714. Name; registered office; registered agent
1. Name. A foreign limited liability company may apply to the Secretary of State to do business in this State under a name that conforms
with the requirements of section 603-A, subsection 1. The name does not need to be the same as the name under which it is
authorized to do business in the jurisdiction of its organization.
[2003, c. 344, Pt. C, §28 (amd).]
2. Registered office and registered agent. Each foreign limited liability company must have and maintain in this State:
A. A registered office, which may or may not be a place of its business in this State; and
[1993, c. 718, Pt. A, §1 (new).]
B. A registered agent for service of process on a limited liability company. The agent may be either:
(1) An individual resident of this State whose business office or residential address is identical with a limited liability
company's registered office; or
(2) A domestic or foreign corporation, whether business or nonprofit, authorized to do business or carry on activities in
this State whose registered office must also serve as the registered office of a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
2-A. Acceptance of designation of agent. Unless the registered agent signed the document making the appointment, the appointment of a registered agent or a successor
registered agent on whom process may be served is not effective until the agent delivers a written statement to the Secretary
of State accepting the appointment.
[1997, c. 376, §55 (new).]
3. Change in registered office or registered agent. The registered office and registered agent may be changed by:
A. Filing a certificate of amendment under section 715; or
[1993, c. 718, Pt. A, §1 (new).]
B. Executing and filing a certificate by the registered agent. The certificate must include:
(1) For the change of address of the registered office of the limited liability companies for which the agent is the registered
agent to another address in this State:
(a) A list of the names of all limited liability companies represented by that registered agent;
(b) The address at which the registered agent has maintained the registered office for each of the limited liability companies;
and
(c) The new address to which the registered office will be changed; or
(2) For a change in the name of a person acting as the registered agent:
(a) The new name of the registered agent;
(b) The name of the registered agent before it was changed;
(c) A list of the names of all limited liability companies represented by the agent; and
(d) The address at which the registered agent has maintained the registered office for each of the limited liability companies.
Any registered agent filing a certificate under this paragraph upon filing shall promptly mail or otherwise deliver a copy
of the certificate to a manager or, if none, a member of each limited liability company affected by the change.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
4. Resignation of registered agent. A registered agent may resign by filing a certificate with the Secretary of State. The certificate must include:
A. When the registered agent appoints a successor:
(1) A statement of resignation;
(2) A list of the names of all the limited liability companies represented by the agent for which the agent is resigning
as agent;
(3) The name and address of the successor registered agent; and
(4) An attached statement executed by each affected limited liability company signed by a manager or, if none, by a member
ratifying and approving the change of registered agent; or
[1993, c. 718, Pt. A, §1 (new).]
B. When the registered agent does not appoint a successor:
(1) A statement of resignation;
(2) The names of all the limited liability companies; and
(3) An affidavit, signed by the registered agent, setting forth the date on which the notice of resignation was sent by
certified or registered mail to the registered or principal office of each limited liability company, wherever located, from
which the registered agent is resigning as registered agent.
A resignation takes effect under this paragraph upon filing the certificate with the Secretary of State.
[1999, c. 594, §25 (rpr).]
[1999, c. 594, §25 (amd).]
5. Secretary of State. The Secretary of State shall furnish to the person submitting the document for filing, or that person's representative,
an attested copy of a certificate filed under this section.
[1993, c. 718, Pt. A, §1 (new).]
6. Resignation of agent; appointment by limited liability company; service of process. After receipt of the notice of the resignation of its registered agent under subsection 3, paragraph B, the limited liability
company shall file a certificate of amendment designating a new registered agent. If the limited liability company fails
to appoint a new registered agent within 30 days after the filing of the certificate of resignation, the authority of that
foreign limited liability company to carry on business in this State is canceled and the foreign limited liability company
may not carry on business in this State.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 376,
§55
(AMD).
PL 1999,
Ch. 594,
§25
(AMD).
PL 2003,
Ch. 344,
§C28
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §715. Amendments to application
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§715. Amendments to application
If a statement in the application for authority to do business of a foreign limited liability company requires change as a
result of subsequent events, the foreign limited liability company shall promptly file with the Secretary of State a certificate
executed by a manager or, if there is no manager, by a member amending the statement.
[1995, c. 458, §22 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 458,
§22
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §716. Certificate of correction
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§716. Certificate of correction
If a statement in the application for authority to do business of a foreign limited liability company was materially inaccurate
when made, the foreign limited liability company shall promptly file with the Secretary of State a certificate, executed by
a manager or, if there is no manager, by a member correcting the statement. The certificate of correction must specify the
inaccuracy or defect to be corrected and must set forth the portion of the instrument in corrected form. The corrected instrument
is effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely
affected by the correction and for those persons the corrected instrument is effective from the filing date.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §717. Cancellation of authority to do business
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§717. Cancellation of authority to do business
A foreign limited liability company may cancel its authority to do business by filing with the Secretary of State a certificate
of cancellation. A cancellation does not terminate the authority of the Secretary of State to accept service of process on
the foreign limited liability company with respect to causes of action arising out of the doing of business in this State.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §718. Doing business without authority; right to sue and be sued; liability of members; penalties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§718. Doing business without authority; right to sue and be sued; liability of members; penalties
1. Prohibition against bringing an action, suit or proceeding. A foreign limited liability company doing business in this State may not maintain any action, suit or proceeding in this
State until it is granted authority to do business in this State and pays to the State all fees and penalties for the years
or parts of years during which it did business in this State without having been granted the authority to do business.
[1993, c. 718, Pt. A, §1 (new).]
2. Validity of contracts; right to be sued; right to defend suit. The failure of a foreign limited liability company to obtain authority to do business in this State in accordance with this
chapter does not impair:
A. The validity of any contract or act of the foreign limited liability company;
[1993, c. 718, Pt. A, §1 (new).]
B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
[1993, c. 718, Pt. A, §1 (new).]
C. The right of the foreign limited liability company to defend any action, suit or proceeding in a court of this State.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Liability of members. A member of a foreign limited liability company is not liable solely by reason of the limited liability company having done
business in this State without being granted the authority to do business in this State.
[1993, c. 718, Pt. A, §1 (new).]
4. Penalty. The Secretary of State may fine a foreign limited liability company doing business in this State without first having been
granted the authority to do business in this State $750 for each year or part of a year during which the foreign limited liability
company failed to obtain authority to do business in this State.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §719-A. Grounds for revocation of authority of foreign limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§719-A. Grounds for revocation of authority of foreign limited liability company
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section
719-B to revoke the authority of a foreign limited liability company authorized to transact business in this State if:
[2003, c. 631, §56 (new).]
1. Nonpayment of fees or penalties. The foreign limited liability company does not pay when they are due any fees or penalties imposed by this chapter or other
law;
[2003, c. 631, §56 (new).]
2. Failure to file annual report. The foreign limited liability company does not deliver its annual report to the Secretary of State as required by section
757;
[2003, c. 631, §56 (new).]
3. Failure to pay late filing penalty. The foreign limited liability company does not pay the annual report late filing penalty as required by section 758;
[2003, c. 631, §56 (new).]
4. Failure to maintain registered agent or registered office. The foreign limited liability company fails to appoint or maintain a registered agent or registered office in this State
as required by section 714;
[2003, c. 631, §56 (new).]
5. Failure to notify of change of registered agent or registered office. The foreign limited liability company does not notify the Secretary of State that its registered agent or registered office
has been changed or that its registered agent has resigned as required by section 714;
[2003, c. 631, §56 (new).]
6. Filing of false information. A member, manager or agent of the foreign limited liability company signed a document with the knowledge that the document
was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing;
[2003, c. 631, §56 (new).]
7. Amended application. The foreign limited liability company fails to file with the Secretary of State an amended application for authority required
by section 715; or
[2003, c. 631, §56 (new).]
8. Authenticated certificate of cancellation or merger. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody
of limited liability company records in the state or country under whose law the foreign limited liability company is formed
stating that the foreign limited liability company has been cancelled or has disappeared as the result of a merger.
[2003, c. 631, §56 (new).]
Section History:
PL 2003,
Ch. 631,
§56
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §719-B. Procedure for and effect of revocation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§719-B. Procedure for and effect of revocation
1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 719-A for the revocation of authority,
the Secretary of State shall issue a written notice of that determination to the limited liability company's last registered
office in this State and to its last registered or principal office in its jurisdiction of organization.
[2003, c. 631, §56 (new).]
2. Revocation. The foreign limited liability company's authority is revoked if within 60 days after the notice under subsection 1 was issued
the Secretary of State determines that the foreign limited liability company has failed to correct the ground or grounds for
revocation. The Secretary of State shall send notice to the foreign limited liability company at its last registered office
in this State and to its last registered or principal office in its jurisdiction of organization that recites the ground or
grounds for revocation and the effective date of revocation.
[2003, c. 631, §56 (new).]
3. Authority to transact business ceases. The authority of a foreign limited liability company to transact business in this State ceases on the date of revocation
of its authority.
[2003, c. 631, §56 (new).]
4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a foreign limited liability company's authority appoints the Secretary of State as
the foreign limited liability company's agent for service of process in any proceeding based on a cause of action that arose
during the time the foreign limited liability company was authorized to transact business in this State. Service of process
on the Secretary of State under this subsection is service on the foreign limited liability company. Upon receipt of process,
the Secretary of State shall mail a copy of the process to the foreign limited liability company at its principal office shown
in its most recent annual report or in any subsequent communication received from the limited liability company stating the
current mailing address of its principal office or, if no other address is on file, in its application for authority.
[2003, c. 631, §56 (new).]
5. Registered agent; not terminated. Revocation of a foreign limited liability company's authority to transact business in this State does not terminate the
authority of the registered agent of the limited liability company.
[2003, c. 631, §56 (new).]
6. Authorization after revocation. A foreign limited liability company whose authority to transact business in this State has been revoked under section 719-B
and that wishes to transact business again in this State must be authorized as provided in this chapter.
[2003, c. 631, §56 (new).]
Section History:
PL 2003,
Ch. 631,
§56
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §719-C. Appeal from revocation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§719-C. Appeal from revocation
1. Petition to appeal revocation. A foreign limited liability company may appeal the Secretary of State's revocation of its authority to the Kennebec County
Superior Court within 30 days after the notice of revocation. The foreign limited liability company may appeal by petitioning
the court to set aside the revocation and attaching to the petition copies of its application for authority and the Secretary
of State's notice of revocation.
[2003, c. 631, §56 (new).]
2. Court order. The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers
appropriate.
[2003, c. 631, §56 (new).]
3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings.
[2003, c. 631, §56 (new).]
Section History:
PL 2003,
Ch. 631,
§56
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §719. Doing business without authority; court injunction; revocation by Secretary of State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§719. Doing business without authority; court injunction; revocation by Secretary of State
1. Enjoin from doing business. The Superior Court has jurisdiction to enjoin a foreign limited liability company or any agent of the foreign limited liability
company from doing business in this State if the foreign limited liability company has not been granted the authority to do
business under this subchapter. The Attorney General may file a complaint in any county in which the foreign limited liability
company is doing or has done business for the purpose of obtaining an injunction under this subsection.
[1993, c. 718, Pt. A, §1 (new).]
2. Revocation by Secretary of State.
[2003, c. 631, §55 (rp).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 547,
§B53
(AMD).
PL 1999,
Ch. 547,
§B80
(AFF).
PL 2003,
Ch. 344,
§C29
(AMD).
PL 2003,
Ch. 631,
§55
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §720. Action by Attorney General
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§720. Action by Attorney General
The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this
State in violation of this chapter.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §721. Execution of documents; liability for false statements
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§721. Execution of documents; liability for false statements
1. Signature. Documents must be signed by a manager or, if there is no manager, by a member except as otherwise provided.
[1993, c. 718, Pt. A, §1 (new).]
2. Unsworn falsification. Section 627, subsection 3, governing unsworn falsification, and section 630, on liability for materially inaccurate statements,
apply to foreign limited liability companies as if the application for authority to do business were the articles of organization
of a limited liability company.
[1997, c. 376, §56 (rpr).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 376,
§56
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §722. Service of process on foreign limited liability companies authorized to do business in State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§722. Service of process on foreign limited liability companies authorized to do business in State
1. Manager. Process may be served on a manager or, if none, on a member that is present or found in this State.
[1993, c. 718, Pt. A, §1 (new).]
2. Registered agent. Process may be served on the registered agent of the foreign limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
3. Service on Secretary of State. If a foreign limited liability company authorized to do business in this State fails to appoint or maintain a registered
agent in this State, any such registered agent can not with reasonable diligence be found at the registered office or the
authority of a foreign limited liability company is revoked, the Secretary of State is an agent of that foreign limited liability
company upon whom any such process, notice or demand may be served. Service on the Secretary of State of any such process,
notice or demand must be made as provided in section 724.
[1993, c. 718, Pt. A, §1 (new).]
4. Other means of service. Nothing in this section limits or affects the right to serve a process, notice or demand required or permitted by law to
be served upon a foreign limited liability company in any other manner permitted by law or rule of court.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §723. Service of process on foreign limited liability company not authorized to do business in State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§723. Service of process on foreign limited liability company not authorized to do business in State
1. Service on Secretary of State. Every foreign limited liability company that does business in this State without having been authorized to do business in
this State submits itself to the jurisdiction of the courts of this State, and designates the Secretary of State as its agent
upon whom a process, notice or demand upon it may be served in any action or proceeding arising out of or in connection with
the doing of business in this State.
[1993, c. 718, Pt. A, §1 (new).]
2. Method of serving process. In addition to other methods of service that may be authorized by law or by rule, service of process may be made as provided
in section 724.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §724. Service of process on Secretary of State for foreign limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
§724. Service of process on Secretary of State for foreign limited liability company
When a process, notice or demand is to be served on the Secretary of State as the agent of a foreign limited liability company
pursuant to a provision of this chapter:
[1993, c. 718, Pt. A, §1 (new).]
1. Delivery to Secretary of State. The process, notice or demand must be served by delivering it to the Secretary of State or to a person designated by the
Secretary of State to receive such service;
[1993, c. 718, Pt. A, §1 (new).]
2. Copy; foreign limited liability company. The party serving the process shall promptly send a duplicate copy of the process, notice or demand via registered or certified
mail, return receipt requested, marked "deliver to addressee only," to the foreign limited liability company at:
A. Its last registered office in this State on file in the office of the Secretary of State, if any; and
[1993, c. 718, Pt. A, §1 (new).]
B. Its last registered or principal office in the jurisdiction of its organization on file in the office of the Secretary of
State, if any; or if no such office has been listed in the office of the Secretary of State, at the last address of the foreign
limited liability company known to the person serving the process; and
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
3. Proof of service. Proof of service must be by return of service on the Secretary of State and by an affidavit of the person serving the process
or that person's attorney setting forth compliance with subsection 2. The affidavit must be appended by the return receipt
signed by the foreign limited liability company or other official proof of delivery or, if acceptance was refused or the addressee
was not found at the address given, the original envelope bearing the notation of the postal authorities showing the reason
for nondelivery. Service is complete when there has been compliance with subsections 1 and 2.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §731. Suits by and against a limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 11: SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A, @1)
§731. Suits by and against a limited liability company
Suit may be brought by or against a limited liability company in its own name.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §732. Right to bring action
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 11: SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A, @1)
§732. Right to bring action
A member may bring an action in Superior Court in the right of a limited liability company to recover a judgment in its favor
if the managers or, if no managers, the members with authority to do so have refused to bring the action or if an effort to
cause those managers or members to bring the action is not likely to succeed.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §733. Proper plaintiff
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 11: SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A, @1)
§733. Proper plaintiff
In a derivative action, the plaintiff must:
[1993, c. 718, Pt. A, §1 (new).]
1. At time of action. Be a member at the time the action is brought; and
[1993, c. 718, Pt. A, §1 (new).]
2. At time of transaction. Either:
A. Have been a member at the time of the transaction to which the action relates; or
[1993, c. 718, Pt. A, §1 (new).]
B. Have acquired the status of member by operation of law or pursuant to the terms of the operating agreement or the articles
of organization from a person who was a member at the time of the transaction.
[1993, c. 718, Pt. A, §1 (new).]
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §734. Complaint
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 11: SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A, @1)
§734. Complaint
In a derivative action, the complaint must set forth with particularity the effort, if any, of the plaintiff to secure initiation
of the action by a manager, or, if none, the members, or the reasons for not making the effort.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §735. Expenses
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 11: SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY (Enacted by PL 1993, c. 718, Pt. A, @1)
§735. Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment,
compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's
fees. The court shall order that any such award be paid out of the proceeds received by the plaintiff, if any, in which case
the plaintiff shall remit to the limited liability company the remainder. If those proceeds are insufficient to reimburse
the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses or a portion of
the expenses be paid by the limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §741-A. Merger or consolidation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§741-A. Merger or consolidation
1. Definitions. For purposes of this section, "other business entity" means any association or legal entity other than a limited liability
company, organized to conduct business, including a domestic or foreign corporation, limited partnership, general partnership,
limited liability partnership, joint venture, joint stock company and business trust authorized by applicable statutes to
merge or consolidate with a limited liability company.
[1999, c. 638, §29 (new).]
2. Merger or consolidation. Pursuant to a plan of merger or consolidation that complies with and is approved in accordance with this section, any one
or more limited liability companies may merge or consolidate with or into one or more limited liability companies or other
business entities, with the limited liability company or other business entity as the agreement provides being the surviving
or resulting limited liability company or other business entity.
[1999, c. 638, §29 (new).]
3. Exchange or conversion of rights, securities or interests. Rights or securities of or interests in a limited liability company or other business entity that is a party to the merger
or consolidation may be exchanged for or converted into cash, property, obligations, rights or securities of or interests
in the surviving or resulting limited liability company or other business entity.
[1999, c. 638, §29 (new).]
Section History:
PL 1999,
Ch. 638,
§29
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §741. Merger or consolidation (REPEALED)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§741. Merger or consolidation (REPEALED)
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§28
(RP ).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §742. Approval of merger or consolidation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§742. Approval of merger or consolidation
1. Majority approval required. Unless otherwise provided in writing in the operating agreement or in the articles of organization, a limited liability
company that is a party to a proposed merger or consolidation must approve the merger or consolidation agreement by the consent
of a majority in interest of the members or, if there is more than one class or group of members, by consent of a majority
in interest of the members of each class or group. If, as a result of the merger or consolidation, one or more members of
a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any
other person or entity, approval of the plan of merger or consolidation must require the execution by each such member of
a separate written consent to become subject to such personal liability.
[1999, c. 638, §30 (amd).]
2. Manner of approval. Each limited liability company or other business entity that is a party to a proposed merger or consolidation pursuant to
section 741-A shall approve the merger or consolidation in the manner and by the vote required by the laws applicable to such
a business entity and, to the extent allowed under such laws, its governing documents.
[1999, c. 638, §30 (amd).]
3. Rights to abandon merger. Each limited liability company or other business entity that is a party to the merger or consolidation has those rights
to abandon the merger or consolidation that are provided for in the merger or consolidation agreement or the laws applicable
to the business entity.
[1999, c. 638, §30 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§30
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §743. Plan of merger or consolidation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§743. Plan of merger or consolidation
1. Written plan. Each constituent limited liability company or other business entity that is a party to the merger or consolidation shall
enter into a written plan of merger or consolidation that must be approved in accordance with section 742.
[1999, c. 638, §30 (amd).]
2. Plan requirements. The plan of merger or consolidation must set forth:
A. The name and current jurisdiction of each limited liability company or other business entity that is a party to the merger
or consolidation and the name and jurisdiction of the surviving or resulting limited liability company or other business entity
into which each limited liability company or other business entity merges or consolidates;
[1999, c. 638, §30 (amd).]
B. The terms and conditions of the proposed merger or consolidation and the mode of carrying the merger or consolidation into
effect;
[1999, c. 638, §30 (amd).]
C. The manner and basis of converting the interests in each limited liability company or the shares of stock or other interests
in each limited liability company or other business entity that is a party to the merger or consolidation into interests,
shares, or other securities or obligations, as the case may be, of the surviving or resulting limited liability company or
other business entity or, in whole or in part, into cash or other property;
[1999, c. 638, §30 (amd).]
D.
[1999, c. 638, §30 (rp).]
D-1. In the case of a merger, a statement of any changes in or a restatement of the organizing documents of the surviving limited
liability company or other business entity or a statement that the organizing documents of the surviving limited liability
company or other business entity remain unchanged; or, in the case of a consolidation, with respect to the resulting limited
liability company or other business entity, all of the statements required to be set forth in the organizing documents for
that type of business entity; and
[1999, c. 638, §30 (new).]
E.
[1999, c. 638, §30 (rp).]
F. Other provisions relating to the proposed merger or consolidation determined necessary or desirable.
[1993, c. 718, Pt. A, §1 (new).]
[1999, c. 638, §30 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§30
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §744. Certificate of merger or consolidation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§744. Certificate of merger or consolidation
1. Certificate of merger or consolidation. The limited liability company or other business entity surviving or resulting from the merger or consolidation shall deliver
to the Secretary of State a certificate of merger or consolidation executed by each constituent limited liability company
or other business entity setting forth:
A. The name and current jurisdiction of each limited liability company or other business entity that is to merge or consolidate;
[1999, c. 638, §31 (amd).]
B. That an agreement of merger or consolidation has been approved and executed by each limited liability company or other business
entity that is a party to the merger or consolidation;
[1999, c. 638, §31 (amd).]
C. The name of the surviving or resulting limited liability company or other business entity;
[1999, c. 638, §31 (amd).]
D.
[1999, c. 638, §31 (rp).]
E.
[1999, c. 638, §31 (rp).]
F.
[1999, c. 638, §31 (rp).]
G. If the surviving or resulting limited liability company or other business entity is not organized under the laws of this
State, a statement that the surviving or resulting limited liability company or other business entity:
(1) Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party
to the merger or consolidation that was organized under the laws of this State, as well as for enforcement of an obligation
of the surviving or resulting limited liability company or other business entity arising from the merger or consolidation;
and
(2) Appoints the Secretary of State as its agent for service of process in any such proceeding and the surviving or resulting
limited liability company or other business entity shall specify the address to which a copy of the process must be mailed
by the Secretary of State;
[1999, c. 638, §31 (amd).]
H. If shareholder approval of any corporation party to the merger or consolidation was not required, a statement to that effect;
[1999, c. 638, §31 (new).]
I. If approval of the shareholders of one or more corporations party to the merger or consolidation was required:
(1) The designation, number of outstanding shares and number of shares entitled to vote on the written agreement or plan
of merger or consolidation as to each corporation; the number of shares voted for and against the agreement or plan; and a
statement that the number of votes cast for the agreement or plan was sufficient for approval by the shareholders; and
(2) If the shares of any class were entitled to vote as a class, the designation and number of outstanding shares of each
such class, the number of shares of each such class voted for and against the written agreement or plan and a statement that
the number of votes cast for the agreement or plan by each class was sufficient for approval by that class;
[1999, c. 638, §31 (new).]
J. In the case of a merger, a statement of any changes in or a restatement of the organizing documents of the surviving limited
liability company or other business entity or a statement that the organizing documents of the surviving limited liability
company or other business entity remain unchanged; or, in the case of a consolidation, with respect to the resulting limited
liability company or other business entity, all of the statements required to be set forth in the organizing documents for
that type of business entity;
[1999, c. 638, §31 (new).]
K. That the executed agreement or plan of merger or consolidation is on file at a place of business of the surviving or resulting
limited liability company or other business entity and stating the address of such place of business and that a copy of the
agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company or other business
entity, on request and without cost, to a person holding an interest in a limited liability company or other business entity
that is to merge or consolidate;
[1999, c. 638, §31 (new).]
L. The date when the merger or consolidation is to take effect, not to exceed 60 days subsequent to the filing date of the
certificate of merger or consolidation;
[1999, c. 638, §31 (new).]
M. A statement to the effect that the merger or consolidation was effected in compliance with the laws applicable to mergers
or consolidations of all parties to the merger or consolidation; and
[1999, c. 638, §31 (new).]
N. An agreement that the surviving or resulting limited liability company or other business entity shall continue to comply
with all provisions of all laws applicable to mergers or consolidations of all parties to the merger or consolidation, including,
without limitation, provisions on payment of amounts to which dissenting shareholders are entitled.
[1999, c. 638, §31 (new).]
[1999, c. 638, §31 (amd).]
2. Effective date. A merger or consolidation takes effect upon the later of the effective date of the filing of the certificate of merger or
consolidation or the date set forth in the certificate of merger or consolidation.
[1993, c. 718, Pt. A, §1 (new).]
3. Execution of certificate. The certificate of merger or consolidation must be executed by a limited liability company that is a party to the merger
or consolidation in the manner provided for in section 627 and must be filed with the Secretary of State in the manner provided
for in section 629.
[1993, c. 718, Pt. A, §1 (new).]
4. Certificate of cancellation of domestic limited liability company. The certificate of merger or consolidation acts as a certificate of cancellation for a domestic limited liability company
or other business entity that is not the surviving or resulting business entity in the merger or consolidation.
[1999, c. 638, §32 (amd).]
5. Operating agreement of surviving limited liability company. A written agreement of merger or consolidation approved in accordance with section 742 may effect an amendment to the operating
agreement or effect the adoption of a new operating agreement for a limited liability company if it is the surviving or resulting
limited liability company in the merger or consolidation. An approved written plan of merger or consolidation may also provide
that the operating agreement of any constituent limited liability company to the merger or consolidation, including a limited
liability company formed for the purpose of consummating a merger or consolidation, must be the operating agreement of the
surviving limited liability company. An amendment to an operating agreement or adoption of a new operating agreement made
pursuant to this subsection is effective at the effective time and date of the merger or consolidation. This subsection may
not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection,
by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that
the operating agreement of a constituent limited liability company to the merger or consolidation including a limited liability
company formed for the purpose of consummating a merger or consolidation, must be the operating agreement of the surviving
or resulting limited liability company.
[1999, c. 638, §32 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§31,32
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §745. Effects of merger or consolidation
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§745. Effects of merger or consolidation
A merger or consolidation has the following effects.
[1993, c. 718, Pt. A, §1 (new).]
1. Single entity. The limited liability companies or other business entities that are parties to the merger or consolidation agreement become
a single entity, which in the case of a merger is the limited liability company or other business entity designated in the
plan of merger as the survivor, and in the case of a consolidation is the resulting limited liability company or other business
entity provided for in the plan of consolidation.
[1999, c. 638, §33 (amd).]
2. Separate existence ceases. The separate existence of each party to the merger or consolidation agreement, except for the surviving or resulting limited
liability company or other business entity, ceases.
[1999, c. 638, §33 (amd).]
3. Rights and restrictions on surviving or resulting limited liability company or other business entity. The surviving or resulting limited liability company or other business entity possesses all the rights, privileges, immunities,
powers and franchises of each constituent limited liability company or other business entity and is subject to all the restrictions,
disabilities and duties of each of the parties to the extent that those rights, privileges, immunities, powers, franchises,
restrictions, disabilities and duties are applicable.
[1999, c. 638, §33 (amd).]
4. Interests of constituent limited liability companies or other business entities. All property, real, personal and mixed and all debts due, including promises to make capital contributions and subscriptions
for shares or interests, and all other choses in action and all other interests of or belonging to or due to each of the
constituent entities vest in the surviving or resulting limited liability company or other business entity without further
act or deed.
[1999, c. 638, §33 (amd).]
5. Real estate titles do not revert. The title to all real estate and any interest in real estate vested in a constituent limited liability company or other
business entity do not revert and are not in any way impaired by reason of the merger or consolidation.
[1999, c. 638, §33 (amd).]
6. Liabilities and obligations. The surviving or resulting limited liability company or other business entity is liable for all liabilities and obligations
of each of the constituent limited liability companies or other business entities so merged or consolidated and any claim
existing or action or proceeding pending by or against a constituent limited liability company or other business entity may
be prosecuted as if the merger or consolidation had not taken place or the surviving or resulting limited liability company
or other business entity may be substituted in the action.
[1999, c. 638, §33 (amd).]
7. Impairment of creditor's rights or liens. Neither the rights of creditors nor any liens on the property of a constituent limited liability company or other business
entity are impaired by the merger or consolidation.
[1999, c. 638, §33 (amd).]
8. Membership or other interests. The membership or other interests in a limited liability company or the shares or other interests of another business entity
that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the merger or
consolidation agreement are so converted and the former holders of the membership or other interests are entitled only to
the rights provided in the merger or consolidation agreement or the rights otherwise provided by law.
[1999, c. 638, §33 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§33
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §746. Conversion of limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§746. Conversion of limited liability company
1. Definitions. For purposes of this section, "business entity" means any association or legal entity organized to conduct business, including
a domestic or foreign corporation, limited liability company, limited partnership, general partnership, limited liability
partnership, joint venture, joint stock company and business trust.
[1999, c. 638, §34 (new).]
2. Authority. A limited liability company may convert to another type of business entity by complying with the requirements of section
747 and Title 13-C, chapter 9, subchapter 4.
[2003, c. 344, Pt. D, §20 (amd).]
Section History:
PL 1999,
Ch. 638,
§34
(NEW).
PL 2003,
Ch. 344,
§D20
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §747. Approval of conversion of limited liability company or other business entity
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 12: MERGER AND CONSOLIDATION (Enacted by PL 1993, c. 718, Pt. A, @1)
§747. Approval of conversion of limited liability company or other business entity
A limited liability company may convert to another business entity, as described in section 746, other than a limited liability
company, upon the authorization of the conversion in accordance with this section and to the extent authorized by and in accordance
with applicable statutes to convert to any other business entity. If the operating agreement specifies the manner of authorizing
a conversion of the limited liability company, the conversion is authorized as specified in the provisions of the operating
agreement, as long as the provisions do not explicitly exclude conversions. If the operating agreement does not specify the
manner of authorizing a conversion of the limited liability company and does not prohibit a conversion, the conversion is
authorized in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves
the limited liability company as a constituent party to the merger or consolidation. If the operating agreement does not
specify the manner of converting a limited liability company or the merger or consolidation of the limited liability company,
the conversion is authorized in the same manner as is specified in section 742 authorizing a merger or consolidation that
involves the limited liability company that is a constituent party to the merger or consolidation. If, as a result of the
conversion, one or more members of a domestic limited liability company would become subject to personal liability for the
obligations or liabilities of any other person or entity, approval of the plan of conversion must require the execution by
each such member of a separate written consent to become subject to such personal liability.
[1999, c. 638, §34 (new).]
Section History:
PL 1999,
Ch. 638,
§34
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §751. Fees; penalties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§751. Fees; penalties
A document filed under this chapter is not effective until the applicable fee required in this section is paid. The following
fees or penalties must be paid to the Secretary of State:
[1993, c. 718, Pt. A, §1 (new).]
1. Reservation. For filing of an application for reservation of name or a notice of transfer of reservation pursuant to section 604-A, a
fee of $20 for each limited liability company affected;
[2003, c. 344, Pt. C, §30 (amd).]
2. Assumed or fictitious name. For filing of an application for an assumed name under section 605-A, a fee of $125, and for filing an application for a
fictitious name under section 605-A, a fee of $40;
[2003, c. 673, Pt. WWW, §22 (amd); §37 (aff).]
3. Termination of assumed or fictitious name. For filing of a termination of an assumed or fictitious name under section 605-A, a fee of $20;
[2003, c. 344, Pt. C, §31 (amd).]
4. Registered name. For filing of an application for a registered name of a foreign limited liability company under section 606-A, a fee of
$20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing
an application to renew the registration of a registered name, a fee of $155;
[2003, c. 344, Pt. C, §31 (amd).]
5. Termination of registered name.
[2003, c. 344, Pt. C, §32 (rp).]
6. Change of registered agent and registered office or registered office for domestic limited liability companies. For filing of a certificate by a registered agent under section 607, subsection 3, paragraph B to change the registered
office or to change the name of the current registered agent or for filing of a certificate of amendment under section 623
to change the registered agent and registered office or for filing a notice of resignation of the registered agent under section
607, subsection 5, a fee of $35;
[2003, c. 673, Pt. WWW, §23 (amd); §37 (aff).]
7. Penalty.
[2003, c. 631, §57 (rp).]
7-A. Reinstatement fee after administrative dissolution. For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports
or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint
or maintain a registered agent or registered office, a fee of $150; for failure to notify the Secretary of State that its
registered agent or registered office has been changed, that its registered agent has resigned or that its registered office
has been discontinued, a fee of $150; and for filing false information, a fee of $150;
[2005, c. 12, Pt. FF, §9 (amd).]
8. Articles of organization or amendment, certificate of cancellation, merger or consolidation. For filing of articles of organization under section 622, a fee of $175; articles of amendment under section 623, except
as provided in subsection 6, a fee of $50; a certificate of cancellation under section 625, a fee of $75; restated articles
of organization under section 623, subsection 6, a fee of $80; and a certificate of merger or consolidation under section
744, a fee of $100;
[2003, c. 673, Pt. WWW, §24 (amd); §37 (aff).]
9. Certificate of correction. For filing of a certificate of correction under section 624, a fee of $50;
[2003, c. 673, Pt. WWW, §25 (amd); §37 (aff).]
10. Statement of limited liability company authority.
[1997, c. 633, §19 (rp).]
11. Statement of withdrawal. For filing a statement of withdrawal under section 694, a fee of $20;
[1993, c. 718, Pt. A, §1 (new).]
12. Foreign limited liability companies. For filing of an application for authority to do business as a foreign limited liability company under section 712, a fee
of $250, and for a certificate of amendment under section 715, except as provided in subsection 13, or a certificate of cancellation
under section 717, a fee of $90. For filing a certificate of amendment under section 715 to change the address of the registered
or principal office, a fee in the amount of $35;
[2003, c. 673, Pt. WWW, §26 (amd); §37 (aff).]
13. Certificate of correction for foreign limited liability companies. For filing of a certificate of correction under section 716, a fee of $50;
[2003, c. 673, Pt. WWW, §27 (amd); §37 (aff).]
14. Change of registered agent and registered office or registered office for foreign limited liability companies. For filing of a certificate by a registered agent under section 714, subsection 3, paragraph B to change the registered
office or to change the name of the current registered agent or for filing of a certificate of amendment under section 715
to change the registered agent and registered office or for filing a notice of resignation of the registered agent under section
714, subsection 4, a fee of $35;
[2003, c. 673, Pt. WWW, §28 (amd); §37 (aff).]
15. Photocopies. For all photocopies, whether certified or not, a fee of $2 per page. The Secretary of State may issue photocopies of instruments
on file as well as other copies;
[1993, c. 718, Pt. A, §1 (new).]
16. Certified copies. For providing certified copies of any paper on file as provided for by this chapter, a fee of $5 for each copy certified
in addition to any fee due under subsection 15;
[1995, c. 514, §9 (amd).]
17. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 616, a fee
in the amount of $30;
[2003, c. 631, §59 (rpr).]
18. Preclearance of document. For preclearance of a document for filing, a fee of $100;
[1993, c. 718, Pt. A, §1 (new).]
19. All other filings. For receiving and filing of a certificate, affidavit, agreement or any other paper provided for by this chapter, for which
no different fee is specifically prescribed, a fee of $20;
[1993, c. 718, Pt. A, §1 (new).]
20. Annual report. For filing of an annual report under section 757, a fee of $85;
[2003, c. 673, Pt. XXX, §6 (amd); §10 (aff).]
(REALLOCATED TO T. 31, §751, sub-§20-B)
20-A. Amended annual report.
[2003, c. 631, §60 (new); RR 2003, c. 2, §96 (ral).]
20-A. Annual report. For filing of an annual report for a foreign limited liability company under section 757, a fee of $150;
[2003, c. 673, Pt. XXX, §7 (new); §10 (aff).]
(REALLOCATED FROM T. 31, §751, sub-§20-A)
20-B. Amended annual report. For filing an amended annual report under section 757-A, a fee of $85;
[2005, c. 12, Pt. FF, §10 (amd).]
21. Information request.
[2003, c. 631, §61 (rp).]
22. Service of process on Secretary of State as agent. For accepting service of process under section 609, 610, 722 or 723, a fee of $20;
[1999, c. 638, §37 (amd).]
23. Report of name search.
[2003, c. 344, Pt. C, §33 (rp).]
24. Certificate of merger or consolidation. Certificate of merger or consolidation of a limited liability company with another type of business entity as provided by
section 741-A, a fee of $150;
[2003, c. 631, §62 (amd).]
25. Certificate of conversion. Certificate of conversion of a limited liability company to another type of business entity as provided by section 746,
a fee of $145; and
[2005, c. 397, Pt. A, §36 (rpr); §37 (aff).]
26. Late filing penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, a fee of $50.
[2005, c. 12. Pt. FF, §11 (amd).]
div>
All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the
exception of those fees established by rule and collected for expedited service. Fees for expedited service are deposited
into a fund for use by the Secretary of State in providing an improved filing service.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 458,
§23
(AMD).
PL 1995,
Ch. 514,
§9
(AMD).
PL 1997,
Ch. 376,
§57-60
(AMD).
PL 1997,
Ch. 633,
§19
(AMD).
PL 1999,
Ch. 594,
§26
(AMD).
PL 1999,
Ch. 638,
§35-39
(AMD).
PL 2003,
Ch. 344,
§C30-33
(AMD).
PL 2003,
Ch. 631,
§57-63
(AMD).
PL 2003,
Ch. 673,
§WWW22-29,XXX6,7
(AMD).
PL 2003,
Ch. 673,
§WWW37,XXX10
(AFF).
RR 2003,
Ch. 2,
§96
(COR).
PL 2005,
Ch. 12,
§FF9-11
(AMD).
PL 2005,
Ch. 397,
§A36
(AMD).
PL 2005,
Ch. 397,
§A37
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §752. Knowledge
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§752. Knowledge
A person has "knowledge" of a fact within the meaning of this Act not only when the person has actual knowledge of that fact,
but also when the person has knowledge of such other facts as in the circumstances shows bad faith.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §753. Rules of construction
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§753. Rules of construction
1. Freedom of contract; enforceability. It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability
of operating agreements.
[1993, c. 718, Pt. A, §1 (new).]
2. Law and equity. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
[1993, c. 718, Pt. A, §1 (new).]
3. Statutes in derogation of the common law. Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
[1993, c. 718, Pt. A, §1 (new).]
4. Obligations of contract. Neither this Act nor any amendment of this Act may be construed to impair the obligations of any contract existing when
this Act or amendment goes into effect or to affect an action or proceeding begun or right accrued before this Act or any
amendment takes effect.
[1993, c. 718, Pt. A, §1 (new).]
5. Applicability of other laws. If the purpose for which a limited liability company is organized or its form makes it subject to a special provision of
law, the limited liability company shall also comply with that provision. This chapter does not apply to any class of limited
liability companies to the extent that any provision of any other public law is specifically applicable to that class and
is inconsistent with any provision of this chapter, in which case such other provision prevails.
[1999, c. 638, §40 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 638,
§40
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §754. Jurisdiction of the Superior Court
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§754. Jurisdiction of the Superior Court
The Superior Court has jurisdiction to enforce the provisions of this Act.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §755. Interstate application
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§755. Interstate application
A limited liability company organized and existing under this Act may conduct its business, carry on its operations and have
and exercise the powers granted by this Act in any state or in any foreign country.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §756. Duty of Secretary of State
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§756. Duty of Secretary of State
The duty of the Secretary of State to file documents under this chapter is ministerial. The filing or refusal to file a document
does not:
[1993, c. 718, Pt. A, §1 (new).]
1. Validity of documents. Affect the validity or invalidity of the document in whole or in part;
[1993, c. 718, Pt. A, §1 (new).]
2. Correctness of information. Relate to the correctness or incorrectness of information contained in the document; or
[1993, c. 718, Pt. A, §1 (new).]
3. Presumption of validity or correctness. Create a presumption that the document is valid or invalid or that the information in the document is correct or incorrect.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §757-A. Amended annual report of domestic or foreign limited liability company
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§757-A. Amended annual report of domestic or foreign limited liability company
1. Amended annual report. If the information contained in an annual report filed under section 757 has changed, a limited liability company may, if
it determines it to be necessary, deliver to the Secretary of State for filing an amended annual report to change the information
on file. The amended annual report must be executed as provided by section 757, subsection 3.
[2003, c. 631, §64 (new).]
2. Contents. The amended annual report under subsection 1 must set forth:
A. The name of the domestic or foreign limited liability company and the jurisdiction of its organization;
[2003, c. 631, §64 (new).]
B. The date on which the original annual report was filed; and
[2003, c. 631, §64 (new).]
C. The information that has changed and the date on which it changed.
[2003, c. 631, §64 (new).]
[2003, c. 631, §64 (new).]
3. Period for filing. An amended annual report under subsection 1 may be filed by the limited liability company after the date of the original
filing and until December 31st of that filing year.
[2003, c. 631, §64 (new).]
Section History:
PL 2003,
Ch. 631,
§64
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §757. Annual report of domestic and foreign limited liability companies
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§757. Annual report of domestic and foreign limited liability companies
1. Annual report. Each domestic limited liability company and each foreign limited liability company authorized to do business in this State
shall file, within the time prescribed by this chapter, an annual report setting forth:
A. The name of the limited liability company;
[1993, c. 718, Pt. A, §1 (new).]
B. The name of its registered agent and the address of its registered office in this State, including the street or rural route
number, town or city and state, and, in the case of a foreign limited liability company, the address of its registered or
principal office;
[1997, c. 376, §61 (amd).]
C. A brief statement of the character of the business in which the limited liability company is actually engaged in this State,
if any; and
[1993, c. 718, Pt. A, §1 (new).]
D. The name and business or residence address of each manager or, if there are no managers, each member, including the street
or rural route number, town or city and state.
[1993, c. 718, Pt. A, §1 (new).]
[1997, c. 376, §61 (amd).]
2. Reporting period. The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in subsection
3. The information contained in the annual report must be current as of the date the report is signed.
[1993, c. 718, Pt. A, §1 (new).]
3. Execution. The annual report must be executed and signed by a manager, a member or any other duly authorized individual. Subject to
rules adopted under section 612, the report must be delivered to the Secretary of State or a designee for filing. The annual
report may be delivered to the Secretary of State on a staggered basis as defined by the Secretary of State by rule in accordance
with the Maine Administrative Procedure Act. The report must apply to the 12-month period specified by the Secretary of State.
Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery
of an annual report as established by the Secretary of State by rule, the report was deposited in the United States mail in
a sealed envelope, properly addressed, with postage prepaid is deemed a compliance with this requirement. One copy of the
report, together with the filing fee required by this chapter, must be delivered for filing to the Secretary of State who
shall file the report, if the Secretary of State finds that it conforms to the requirements of this chapter. If the Secretary
of State finds that it does not so conform, the Secretary of State shall promptly mail or otherwise return the report to the
limited liability company for any necessary correction. The penalties prescribed by this chapter for failure to file the
report within the time provided in this section do not apply if the report is corrected to conform to the requirements of
this chapter and returned to the Secretary of State within 30 days from the date on which the report was mailed or otherwise
returned to the limited liability company by the Secretary of State.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1997,
Ch. 376,
§61
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §758. Failure to file annual report; incorrect report; penalties
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§758. Failure to file annual report; incorrect report; penalties
1. Failure to file annual report; penalty. A domestic or foreign limited liability company that is required to deliver an annual report for filing as provided by section
757 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular
annual report fee, the late filing penalty described in section 751, subsection 26, as long as the report is received by the
Secretary of State prior to revocation or administrative dissolution. Upon a limited liability company's failure to file
the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter
5 and Title 5, chapter 375, shall revoke a foreign limited liability company's authority to do business in this State and
administratively dissolve a domestic limited liability company. The Secretary of State shall use the procedures set forth
in section 608-B to administratively dissolve a domestic limited liability company and the procedures set forth in section
719-B to revoke a foreign limited liability company's authority to transact business in this State. A domestic limited liability
company that has been administratively dissolved under section 608-B must follow the requirements set forth in section 608-C
to reinstate.
[2003, c. 631, §65 (amd).]
2. Nonconformity. If the Secretary of State finds that an annual report delivered for filing does not conform with the requirements of section
757, the report must be returned for correction.
[1993, c. 718, Pt. A, §1 (new).]
3. Suspension.
[2003, c. 631, §65 (rp).]
4. Excusable neglect. If the annual report of a domestic or foreign limited liability company is not delivered for filing within the time specified
in section 757, the limited liability company is excused from the liability provided in this section and from any other penalty
for failure to file timely the report if it establishes to the satisfaction of the Secretary of State, that failure to file
was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns
that the Secretary of State failed to receive the original report.
[2003, c. 631, §65 (amd).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1995,
Ch. 458,
§24
(AMD).
PL 1999,
Ch. 547,
§B54
(AMD).
PL 1999,
Ch. 547,
§B80
(AFF).
PL 2003,
Ch. 631,
§65
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §759. Effective date
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§759. Effective date
This Act takes effect January 1, 1995. All limited liability companies formed on or after that date and all foreign limited
liability companies applying for authority to transact business within this State on or after that date are governed by this
Act.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §760. Application to existing foreign limited liability companies; definition
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§760. Application to existing foreign limited liability companies; definition
All foreign limited liability companies qualified as foreign corporations or limited partnerships before January 1, 1995 are
governed by this Act on and after January 1, 1995. By April 1, 1995 a manager or, if there is no manager, a member of each
foreign limited liability company shall file with the Secretary of State an application for authority to do business in this
State under this Act and cancel their authority to do business in this State under chapter 11 and former Title 13-A. If the
foreign limited liability company fails to file the new application for authority to do business in this State by April 1,
1995, the Secretary of State may revoke the authority of the limited liability company to do business in this State under
section 719.
[RR 2001, c. 2, Pt. B, §51 (cor); §58 (aff).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
RR 2001,
Ch. 2,
§B51
(COR).
RR 2001,
Ch. 2,
§B58
(AFF).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §761. Taxation of limited liability companies
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§761. Taxation of limited liability companies
1. Classified as partnership. For purposes of taxation under Title 36, Part 8, a limited liability company formed under this chapter or qualified to do
business in this State as a foreign limited liability company is classified as a partnership, unless classified otherwise
for federal income tax purposes, in which case the limited liability company is classified in the same manner as it is classified
for federal income tax purposes.
[1999, c. 414, §4 (amd).]
2. No loss from limited liability company before April 1, 1996. Until April 1, 1996, for purposes of computing and making payment of estimated tax under Title 36, section 5228, there may
not be deducted from a member's income any loss, or estimated loss, if any, from a limited liability company.
[1993, c. 718, Pt. A, §1 (new).]
3. Taxation. The taxation of limited liability companies is also governed by Title 36, section 5180.
[1999, c. 414, §5 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
PL 1999,
Ch. 414,
§4,5
(AMD).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
Title 31 - §762. References to limited partnerships
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES (Enacted by PL 1993, c. 718, Pt. A, @1)
Subchapter 13: MISCELLANEOUS (Enacted by PL 1993, c. 718, Pt. A, @1)
§762. References to limited partnerships
Unless the context indicates otherwise, all references to limited partnerships in any other statute in effect on the effective
date of this chapter in this State are deemed to include limited liability companies. This section does not apply to the
Maine Revised Uniform Limited Partnership Act, it being the intent of this section only to include limited liability companies
as entities when other entities are referenced for purposes other than those covered in this chapter.
[1993, c. 718, Pt. A, §1 (new).]
Section History:
PL 1993,
Ch. 718,
§A1
(NEW).
The Revisor's Office cannot provide legal advice or
interpretation of Maine law to the public. If you need legal
advice, please consult
a qualified attorney.
Office of the Revisor of Statutes
7 State House Station
State House Room 108
Augusta, Maine 04333-0007
This page created on: 2005-10-01
