An Act To Amend the' Limited Liability Company Laws Concerning Management Standards
Maine Legislature, Session 124, LD 0466
Committee: Judiciary
Sponsors: HOBBINS, BLISS, BRYANT, CLEARY, HILL
Amends: 31 MRSA §623

FIRST REGULAR SESSIO~~-2009 
Legislative Document 
No. 466 
S.P.l 
In Senate, February 10, 2009 
An Act To Amend the' Limited Liability Company Laws Concerning 
Management Standards 
Reference to the Committee on Judiciary suggested and ordered printed. 
Presented by Senator HOBBINS of York. 
9rf)(J~ 
JOY J. O'BRIEN 
Secretary of the Senate 
Cosponsored by Senator: BLISS of Cumberland, Representatives: BRYANT of Windham, 
CLEARY of Houlton, HILL of York. 
Printed on recycled paper 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 31 MRSA §623, sub-§5, as enacted by PL 1993, c. 718, Pt. A, §1, is 
repealed. 
Sec. 2. 31 MRS A §652, sub-§I, as enacted by PL 1993, c. 718, Pt. A, §l, is 
amended to read: 
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. 
Notwithstanding this section, if the articles of organization provide that management of 
the limited liability company vests in one or more managers, a PIhember of the limited 
liability company who is not also a manager of the limited liability company owes no 
duties to the limited liability company or to the other members thereof solely by reason of 
being a merriber. 
SUMMARY 
This bill amends the Maine Limited Liability Company Act. 
1. 
It repeals language that requires that, after dissolution of a limited liability 
company but before filing a certificate of cancellation, the articles of organization must 
be amended to reflect information about persons winding up the company's affairs and 
that requires such persons to file articles of amendment. 
2. It provides that if the articles of organization provide that management vests in 
one or more managers, a member of a limited liability company who is not also a 
manager owes no duties to the company or to other members solely by reason of being a 
member. 
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