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Form a Business

FORMATION, CERTIFICATE OF FORMATION AND OTHER FILINGS

M.R.S. tit. 31, ch. 21, subch. 3
in effect

31 M.R.S. §1531 Formation of limited liability company; certificate of formation

1531. Formation of limited liability company; certificate of formation 1. Formation requirements. In order to form a limited liability company: A. One or more authorized persons must execute a certificate of formation. The certificate of formation must be filed in the office of the Secretary of State and set forth: (1) The name of the limited liability company; (2) The information required by Title 5, section 105, subsection 1; and (3) Any other matters the members determine to include. The certificate of formation may include the information required for a statement of authority as provided in section 1542, subsection 1; B. A limited liability company agreement must be entered into or otherwise existing. The limited liability company agreement may be entered into either before, after or at the time of the filing of a certificate of formation. Whether entered into or otherwise existing before, after or at the time of the filing of a certificate of formation, a limited liability company agreement may be made effective as of the formation of the limited liability company or at another time or date as provided in or reflected by the limited liability company agreement; and C. The limited liability company must have one or more members. 2. Time formed. A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter is a separate legal entity. 3. Notice. The fact that a certificate of formation is on file in the office of the Secretary of State is notice of the matters required to be included by subsection 1, paragraph A, subparagraphs (1) and (2) and matters that may be included pursuant to section 1611, subsection 2, but is not notice of any other fact. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §8 (AMD).

31 M.R.S. §1532 Amendment or restatement of certificate of formation

1532. Amendment or restatement of certificate of formation 1. Time of amendment or restatement. A certificate of formation may be amended or restated at any time. 2. Restatement with or without amendment. A certificate of formation may be restated with or without amendment at any time. 3. Contents of amendment. To amend its certificate of formation, a limited liability company must deliver to the office of the Secretary of State for filing an amendment stating: A. The name of the limited liability company; B. The date of filing of the limited liability company's certificate of formation; and C. The changes the amendment makes to the certificate of formation as most recently amended or restated. 4. Restated certificate of formation. A restated certificate of formation may be delivered to the office of the Secretary of State for filing in the same manner as an amendment. Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, that would apply if a separate certificate of amendment were filed to effect such amendment or change. 5. Superseded. The original certificate of formation, as amended or supplemented, is superseded by the restated certificate of formation, and from that time forward the restated certificate of formation, including any further amendment or changes made thereby, is the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1533 Cancellation of certificate of formation

1533. Cancellation of certificate of formation 1. Cancellation. A certificate of formation is cancelled upon each of the following: A. The dissolution and the completion of winding up and liquidation of the activities and affairs of a limited liability company; B. As provided in section 1593, subsection 4; C. Upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting converted organization in a merger or consolidation; or D. Upon the filing of a certificate of conversion to a foreign organization or upon the future effective date or time of a certificate of conversion to a foreign organization. 2. Certificate of cancellation. A certificate of cancellation must be delivered for filing in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and must set forth: A. The name of the limited liability company; B. The date of filing of the limited liability company's certificate of formation; C. A statement that the limited liability company is dissolved and the date of dissolution, if known; D. The future effective date or time, which must be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate of cancellation; and E. Any other information the person filing the certificate of cancellation determines necessary. 3. Certificate of good standing. The Secretary of State may not issue a certificate of good standing with respect to a limited liability company if its certificate of formation is cancelled. 4. Application of section 1544. The filing of a certificate of cancellation by the Secretary of State does not abate, suspend or otherwise alter the application of section 1544. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §9 (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

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