RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

M.R.S. tit. 31, ch. 21, subch. 4

in effect

31 M.R.S. §1541 Power to bind limited liability company

1541. Power to bind limited liability company A person may not bind a limited liability company except: 1. Under or pursuant to agreement. To the extent the person is authorized to act as the limited liability company's agent under or pursuant to the limited liability company agreement; 2. By members. To the extent the person is authorized by the members to act as the limited liability company's agent pursuant to section 1556; 3. Pursuant to statement of authority. To the extent provided in section 1542; 4. No statement of authority. If there is no statement of authority in effect, any manager, member, president or treasurer of a limited liability company has the authority to bind the limited liability company; or 5. As provided by law. To the extent otherwise provided by law. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1542 Statement of authority

1542. Statement of authority 1. Statement delivered for filing. A limited liability company may deliver to the office of the Secretary of State for filing a statement of authority. The statement: A. Must include the name of the limited liability company; B. May state the authority, or limitations on the authority, of a specific person or persons to enter into transactions on behalf of, or otherwise act for or bind, the limited liability company; and C. With respect to any position that exists in or with respect to the limited liability company, may state the authority, or limitations on the authority, of all persons holding the position to enter into transactions on behalf of, or otherwise act for or bind, the limited liability company. 2. Amendment or cancellation delivered for filing. To amend or cancel a statement of authority filed with the office of the Secretary of State, a limited liability company must deliver to the office of the Secretary of State for filing an amendment or cancellation stating: A. The name of the limited liability company; B. The date the statement of authority was filed; and C. The contents of the amendment or a declaration that the statement of authority being affected is cancelled. 3. Effective statement of authority conclusive. An effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value the person has knowledge to the contrary. 4. Certificate of cancellation. Upon filing, a certificate of cancellation filed pursuant to section 1533 operates as a cancellation under subsection 2 of each statement of authority. 5. Statement of denial. Upon filing, a statement of denial filed pursuant to section 1543 operates as an amendment under subsection 2 of the statement of authority to which the statement of denial pertains. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1543 Statement of denial

1543. Statement of denial A person named in a filed statement of authority may deliver to the office of the Secretary of State for filing a statement of denial that: 1. Name and date. States the name of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; 2. Denial of authority. Denies the person's authority; and 3. Notice to limited liability company. States that the person has furnished the limited liability company with a copy of the statement of denial. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1544 Liability of members to 3rd parties

1544. Liability of members to 3rd parties A person who is a member of a limited liability company is not liable, solely by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, agent or employee of the limited liability company. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch21sec0.htmlFetched: 10/20/2026