An Act Regarding Low-profit Limited Liability Companies (~)
Maine Legislature, Session 124, LD 1265
Committee: Judiciary
Sponsors: FLEMINGS, BERRY, CROCKETT, STEVENS, PERRY
Amends: 31 MRSA §602, 31 MRSA §603-A, 31 MRSA §622

FIRST P~GULAR SESSIO~~-2009 
, . Legislative Document 
No.1265 
H.P.884 
House of Representatives, March 31, 2009 
An Act Regarding Low-profit Limited Liability Companies 
(~) 
Reference to the Committee on Judiciary suggested and ordered printed. 
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Presented by Representative FLEMINGS of Bar Harbor. 
Cosponsored by SenatorNASS of York and 
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1I1.17lt1C~{. 
MILLICENT ·M. MacFARLAND 
Clerk 
Representatives: BERRY of Bowdoinham, CORNELL du HOUX of Brunswick, CROCKETT 
of Augusta, STEVENS of Bangor, Senator: PERRY of Penobscot. 
Prinlcd llJl recycled paper 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 31 MRSA §602, sub-§10-A is enacted to read: 
to-A. 
Low-profit limited liability company. 
"Low-profit limited liability 
company" means a limited liability company organized under this chapter for a business 
.purP0se that is organized as follows: 
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A. 
The limited liability company significantly furthers the accomplishment of a 
charitable or educational purpose within the meaning of the United States Internal 
Revenue Code of 1986, 26 United States Code, section 170(c)(2)(B) or succeeding 
provision and would not have been formed but for the intended accomplishment of 
. the charitable or educational purpose; 
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B.· The production of income or the appreciation of property is not a significant 
purpose of the limited liability company. The fact that the limited liability company 
produces significant income or capital appreciation is not conclusive evidence of a 
significant purpose of the production of income or the appreciation of property; and 
C. Accomplishing a political or legislative purpose within the meaning of the United· 
States Internal Revenue Code of 1986, 26 United States Code, Sectiori 170( c)(2)(D) 
or a succeeding provision is not a purpose of the limited liability company .. 
A limited liability company organized as a low-profit limited liability company that 
ceases to meet a requirement under this subsection is no longer a low-profit limited 
liability company but continues to exist as a' limited liability company as long as all other 
requirements of this chapter are met and the limited liability company's name is changed 
to conform to the provisions of section 603-A. 
Sec. 2. 31 MRSA §603-A, sub-§1, as enacted by PL 2003, c. 344, Pt. C, §20, is 
amended to read:' 
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1. Requirements. A Except for a low-profit limited liability company, a limited 
liability company name must contain the words uLimited 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 60S-A. A low-profit limited liability company name 
must contain the abbreviation "L3C" or "l3c." 
Sec. 3. 31 MRSA §622, sub-§l, as amended by PL 2007, c. 323, Pt. D, § 11 and 
affected by Pt. G, §4, is further amended to read: 
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; 
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B; The .information required by Title 5, section 105, subsection 1; 
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, 
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residence or mailing address of each initial manager,.,;. 
C-l. Whether the limited liability company is a low-profit limited liability company; 
and 
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D. 
Other matters the members include in the articles of organization. 
SUMMARY 
This bill creates a new fonn of lirriited liability company that is formed for a 
charitable or education purpose within the meaning of the United States Internal Revenue 
Code of 1986 and does not have as a significant purpose the production of income or the 
appreciation of property or the purpose.of accomplishing a political or legislative purpose 
and must contain the abbreviation "L3C" or "l3c" in its name.