31 M.R.S. §1501 Short title
1501. Short title
This chapter may be known and cited as "the Maine Limited Liability Company Act."
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
GENERAL PROVISIONS
M.R.S. tit. 31, ch. 21, subch. 1
in effect31 M.R.S. §1502 Definitions
1502. Definitions
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings.
1. Articles of organization. "Articles of organization" means the articles described in former chapter 13, section 622.
2. Certificate of formation. "Certificate of formation" means the certificate described in section 1531, and the certificate as amended or restated.
3. Constituent limited liability company. "Constituent limited liability company" means a constituent organization that is a limited liability company.
4. Constituent organization. "Constituent organization" means an organization that is party to a merger.
5. Converted organization. "Converted organization" means the organization into which a converting organization converts pursuant to sections 1645 to 1648.
6. Converting limited liability company. "Converting limited liability company" means a converting organization that is a limited liability company.
7. Converting organization. "Converting organization" means an organization that converts into a converted organization pursuant to section 1645.
8. Debtor in bankruptcy. "Debtor in bankruptcy" means a person that is the subject of:
A. An order for relief under Title 11 of the United States Code or a successor statute of general application; or
B. A comparable order under federal, state or foreign law governing insolvency.
9. Distribution. "Distribution," except as otherwise provided in section 1555, subsection 4, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
10. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient.
11. Foreign limited liability company. "Foreign limited liability company" means an organization that is:
A. An unincorporated association or entity;
B. Organized under laws of a state other than the laws of this State, or under the laws of any foreign country;
C. Organized under a statute pursuant to which an association or an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the association or entity; and
D. Not required to be registered or organized under any statute of this State other than this chapter.
12. Foreign organization. "Foreign organization" means an organization that is formed under the laws of a jurisdiction other than this State.
13. Governing statute. "Governing statute" means the statute that governs an organization's internal affairs.
14. Limited liability company. "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter or under former chapter 13 and having one or more members and a limited liability company agreement. The fact that the limited liability company has a certificate of formation filed with the office of the Secretary of State and has one or more members is conclusive evidence that a limited liability company agreement exists.
15. Limited liability company agreement. "Limited liability company agreement" means any agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its activities. A limited liability company agreement of a limited liability company having only one member is not unenforceable by reason of there being only one person who is a party to the limited liability company agreement. A limited liability company agreement includes any amendments to the limited liability company agreement.
16. Low-profit limited liability company. "Low-profit limited liability company" means a limited liability company that satisfies the requirements of section 1611.
17. Majority of the members. Unless otherwise provided in the limited liability company agreement, "majority of the members" means members who own more than 50% of the interests in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate.
18. Member. "Member" means a person that has been admitted as a member of a limited liability company under section 1551.
19. Organization. "Organization" means, whether domestic or foreign: a partnership, whether general or limited; a limited liability company; a business trust; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a state, county or any other governmental subdivision, agency or instrumentality; or other entity.
20. Organizational documents. "Organizational documents" means:
A. For a domestic or foreign general partnership, its partnership agreement;
B. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
C. For a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute;
D. For a domestic or foreign business trust, its agreement of trust and declaration of trust, or comparable records as provided in its governing statute;
E. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute;
F. For a domestic or foreign nonprofit corporation, its articles of incorporation, bylaws and other agreements that are authorized by its governing statute, or comparable records as provided in its governing statute;
G. For a domestic or foreign professional corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; and
H. For any other organization, the basic records that create the organization, determine its internal governance and determine the relations among the persons that own it, have an interest in it or are members of it.
21. Person. "Person" means, whether domestic or foreign: an individual; a partnership, whether general or limited; a limited liability company; a trust; a business trust; an estate; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a country, state, county or any other governmental subdivision, agency or instrumentality; a custodian; a nominee; a trustee; a personal representative; a fiduciary; or any other individual or entity, or series thereof, in its own or any representative capacity.
22. Record. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form.
23. Secretary of State. "Secretary of State" means the Secretary of State for this State.
24. Sign. "Sign" means, with the present intent to authenticate or adopt a record:
A. To execute or adopt a tangible symbol; or
B. To attach to or logically associate with the record an electronic symbol, sound or process.
25. State. "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.
26. Statement of authority. "Statement of authority" means a statement described in section 1542, subsection 1.
27. Surviving organization. "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger.
28. Transfer. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.
29. Transferable interest. "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the limited liability company agreement, whether or not the person remains a member or continues to own any part of the right.
30. Transferee. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §§1-4 (AMD). PL 2011, c. 113, Pt. B, §3 (AMD).
31 M.R.S. §1503 Knowledge; notice
1503. Knowledge; notice
1. Knows. A person knows a fact when the person:
A. Has actual knowledge of it; or
B. Is deemed to know it under law other than this chapter.
2. Notice. A person has notice of a fact when the person:
A. Knows of it;
B. Receives notification of it;
C. Has reason to know the fact from all of the facts known to the person at the time in question; or
D. Is deemed to have notice of the fact under subsection 4.
3. Notifies. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
4. Nonmember; notice. A person that is not a member is deemed to have notice of a limited liability company's:
A. Matters included in the certificate of formation under section 1531, subsection 1, paragraph A, upon filing;
B. Termination, 90 days after a certificate of cancellation under section 1533 becomes effective;
C. Merger or conversion, 90 days after a statement of merger or statement of conversion under subchapter 12 becomes effective; and
D. Revival, 90 days after a certificate of revival under section 1604 becomes effective.
5. Member; knowledge, notice or receipt of notification. A member's knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §5 (AMD).
31 M.R.S. §1504 Nature, purpose and duration of limited liability company
1504. Nature, purpose and duration of limited liability company
1. Distinct entity. A limited liability company is an entity distinct from its members.
2. Any lawful purpose. A limited liability company may have any lawful purpose, regardless of whether for profit.
3. Duration. A limited liability company has perpetual duration.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
31 M.R.S. §1505 Capacities and powers
1505. Capacities and powers
1. To sue, be sued. A limited liability company has the capacity to sue and be sued in its own name.
2. To hold property. A limited liability company has the capacity to hold property in its own name.
3. Power to carry out activities. A limited liability company has the power to do all things necessary or convenient to carry on its activities.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
31 M.R.S. §1506 Governing law
1506. Governing law
The law of this State governs:
1. Internal affairs. The internal affairs of a limited liability company; and
2. Liability. The liability of a member as a member for the debts, obligations or other liabilities of a limited liability company.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
31 M.R.S. §1507 Rules of construction
1507. Rules of construction
1. Freedom of contract. It is the policy of this chapter and this State to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements.
2. Principles of law and equity. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
3. No application. Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
4. Subject to amendment or repeal. A limited liability company and a foreign limited liability company are subject to any amendment or repeal of this chapter.
5. Assignments. Title 11, sections 9‑1406 and 9‑1408 do not apply to any interest in a limited liability company, including all rights, powers and interests arising under a limited liability company agreement or this chapter. This subsection prevails over Title 11, sections 9‑1406 and 9‑1408 and is intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Title 11, sections 9‑1406 and 9‑1408.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
31 M.R.S. §1508 Limited liability company name
1508. Limited liability company name
1. Requirements. A limited liability company name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C." or "LC" or, in the case of a low-profit limited liability company, "L3C" or "13c" unless the limited liability company is filing an assumed name under section 1510 or a registration of a name of a foreign limited liability company under section 1511. The word "limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." 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 1510. In the case of a low-profit limited liability company, if the words "Low-profit Limited Liability Company" are used, a limited liability company may also use the abbreviation "L3C" or the designation "l3c" without filing an assumed name under section 1510.
2. Distinguishable name. Except as authorized by subsections 4 and 5, a limited liability company name must be distinguishable on the records of the office 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;
B. Assumed, fictitious, reserved and registered name filings for all entities; and
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 office of the Secretary of State and files proof of ownership with the Secretary of State.
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;
B. Inappropriately promotes abusive or unlawful activity;
C. Falsely suggests an association with public institutions; or
D. Violates any other provision of the law of this State with respect to names.
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 office 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 office of the Secretary of State from the name of the applicant; or
B. The applicant delivers to the office of 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.
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 limited liability company 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;
B. Has been formed by reorganization of the other limited liability company; or
C. Has acquired all or substantially all of the assets, including the limited liability company name, of the other limited liability company.
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 company," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation";
B. The presence or absence of the words or symbols of the words "and" and "the"; and
C. Differences in the use of punctuation, capitalization or special characters.
7. Change of limited liability company name by foreign limited liability company. If a foreign limited liability company that has filed a statement of foreign qualification 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 statement of foreign qualification under section 1622, subsection 3 that is accompanied by a statement of use of a fictitious name under section 1510.
8. Exception. Notwithstanding subsection 2, a foreign limited liability company may use a name that is not distinguishable on the records of the office 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 that name as its legal name before that date.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §4 (AMD). PL 2013, c. 58, §1 (AMD).
31 M.R.S. §1509 Reservation of name
1509. Reservation of 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 office of 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 period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant.
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 office of the Secretary of State a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2013, c. 99, §5 (AMD).
31 M.R.S. §1510 Assumed or fictitious name of limited liability company
1510. Assumed or fictitious name of limited liability company
1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings.
A. "Assumed name" means a trade name or any name other than the real name of a limited liability company except a fictitious name.
B. "Fictitious name" means a name adopted by a foreign limited liability company that has filed a statement of foreign qualification in this State because its real name is unavailable pursuant to section 1508.
2. Authorized to transact business. Upon complying with this section, a limited liability company or foreign limited liability company that has filed a statement of foreign qualification in this State may transact its business in this State under one or more assumed or fictitious names.
3. 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 office of the Secretary of State for filing a statement setting forth:
A. The limited liability company name;
B. That the limited liability company intends to transact business under an assumed or fictitious name;
C. The assumed or fictitious name that the limited liability company proposes to use;
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
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.
A separate statement must be executed and delivered to the office of the Secretary of State for filing with respect to each assumed or fictitious name that the limited liability company proposes to use.
4. Compliance required. An assumed or fictitious name must comply with the requirements of section 1508.
5. 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.
6. 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 3 was filed, comply with the requirements of section 1508; or
B. The assumed or fictitious name is not distinguishable on the records of the office 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 and common law copyright or similar law.
The mere filing of a statement pursuant to subsection 3 does not constitute actual use of the assumed or fictitious name set out in that statement for the purpose of determining priority of rights.
7. Terminate use of assumed or fictitious name. A limited liability company may terminate an assumed or fictitious name by executing and delivering to the office of the Secretary of State a statement setting forth:
A. The name of the limited liability company;
B. That the limited liability company no longer intends to transact business under the assumed or fictitious name; and
C. The assumed or fictitious name the limited liability company intends to terminate.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §5 (AMD).
31 M.R.S. §1511 Registered name of foreign limited liability company
1511. 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 office of the Secretary of State pursuant to section 1508.
2. Application. To register its limited liability company name, a foreign limited liability company must execute and deliver to the office of the Secretary of State for filing an application that:
A. Sets forth its limited liability company name, the state or other jurisdiction of its organization, the date of its organization in its jurisdiction of 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
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 other jurisdiction 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.
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.
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 office of 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.
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, file a statement of foreign qualification 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 chapter or by another foreign limited liability company authorized to transact business in this State. The registration terminates when the limited liability company is organized or the foreign limited liability company files a statement of foreign qualification or consents to the qualification of another foreign limited liability company under the registered name.
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §6 (AMD).
Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch21sec0.htmlFetched: 10/20/2026