An Act To Amend the Maine Limited Liability Company Act
Maine Legislature, Session 125, LD 0983
Committee: Judiciary
Sponsors: PRIEST, GERZOFSKY, BEAULIEU, MALONEY, MITCHELL, NASS, ROCHELO, BLISS, HASTINGS
Amends: 31 MRSA §1502, 31 MRSA §1503, 31 MRSA §1522, 31 MRSA §1531, 31 MRSA §1533, 31 MRSA §1551, 31 MRSA §1591, 31 MRSA §1592, 31 MRSA §1593, 31 MRSA §1594, 31 MRSA §1604, 31 MRSA §1621, 31 MRSA §1625, 31 MRSA §1626, 31 MRSA §1631, 31 MRSA §1632, 31 MRSA §1637, 31 MRSA §1643, 31 MRSA §1644, 31 MRSA §1648, 31 MRSA §1661, 31 MRSA §1662, 31 MRSA §1679, 31 MRSA §1680, 31 MRSA §1693, 31 MRSA §852, 31 MRSA §1431, 31 MRSA §1508, 31 MRSA §1510, 31 MRSA §1511, 31 MRSA §1664, 31 MRSA §1665, 31 MRSA §1666, 31 MRSA §1667, 31 MRSA §1672, 31 MRSA §1675, 31 MRSA §1677, 39-A MRSA §324

Legislative Document 
No. 983 
H.P. 727 
House of Representatives, March 8, 2011 
An Act To Amend the Maine Limited Liability Company Act 
(EMERGENCY) 
Reference to the Committee on Judiciary suggested and ordered printed. 
HEATHER J.R. PRIEST 
Clerk 
Presented by Representative PRIEST of Brunswick. 
Cosponsored by Senator GERZOFSKY of Cumberland and 
Representatives: BEAULIEU of Auburn, CORNELL du HOUX of Brunswick, MALONEY of 
Augusta, MITCHELL of the Penobscot Nation, NASS of Acton, ROCHELO of Biddeford, 
Senators: BLISS of Cumberland, HASTINGS of Oxford. 
Emergency preamble. Whereas, acts and resolves of the Legislature do not 
become effective until 90 days after adjournment unless enacted as emergencies; and 
Whereas, the Maine Limited Liability Company Act, as enacted by Public Law 
2009, chapter 629, takes effect on July 1, 2011; and  
Whereas, the delayed effective date allows amendment of the Maine Limited 
Liability Company Act prior to its effective date; and 
Whereas, the effective dates of the amendments to the Maine Limited Liability 
Company Act should coincide with the effective date of the Act itself; and 
Whereas, in the judgment of the Legislature, these facts create an emergency within 
the meaning of the Constitution of Maine and require the following legislation as 
immediately necessary for the preservation of the public peace, health and safety; now, 
therefore, 
Be it enacted by the People of the State of Maine as follows: 
PART A 
Sec. A-1.  31 MRSA §1502, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
2.  Certificate of formation.  "Certificate of formation" means the certificate 
described in section 1541 1531, and the certificate as amended or restated. 
Sec. A-2.  31 MRSA §1502, sub-§16, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
16.  Low-profit limited liability company.  "Low-profit limited liability company" 
means a domestic for-profit limited liability company that satisfies the requirements of 
section 1611 or a foreign for-profit limited liability company that satisfies the 
requirements of the laws of the jurisdiction where it was formed and that, in either case, 
does not have as a significant purpose the production of income or the appreciation of 
property. 
Sec. A-3.  31 MRSA §1502, sub-§17, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
17.  Majority of the members.  Unless otherwise provided in the limited liability 
company agreement, "majority of the members" means a majority of members who own 
more than 50% of the then current percentage or other interest 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. 
Sec. A-4.  31 MRSA §1502, sub-§23, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
23.  Secretary of State.  "Secretary of State" means the Secretary of State for the this 
State. 
Sec. A-5.  31 MRSA §1503, sub-§4, ¶A, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
A.  Matters included in the certificate of formation under section 1531, subsection 1, 
paragraphs paragraph A and B, upon filing; 
Sec. A-6.  31 MRSA §1522, sub-§1, ¶D, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
D.  Except as otherwise provided in section 1523 1524, subsection 2, restrict the 
rights under this chapter of a person other than a member or transferee; 
Sec. A-7.  31 MRSA §1522, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
2.  Good faith and fair dealing.  Notwithstanding any contrary provision of law, 
there exists an implied contractual covenant of good faith and fair dealing in every 
limited liability company agreement, which may not be eliminated by the terms of the 
limited liability company agreement. 
Sec. A-8.  31 MRSA §1531, sub-§3, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
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, 
paragraphs paragraph A and B, subparagraphs (1) and (2) and matters that may be 
included pursuant to section 1611, subsection 2, but is not notice of any other fact. 
Sec. A-9.  31 MRSA §1533, sub-§1, ¶C, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
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 entity converted 
organization in a merger or consolidation; or 
Sec. A-10.  31 MRSA §1551, sub-§2, ¶B, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is amended to read: 
B.  As the result of a transaction effective under subchapter 10 12; 
Sec. A-11.  31 MRSA §1591, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1591.  Grounds for administrative dissolution of limited liability company 
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State 
may commence a proceeding under section 1592 to administratively dissolve a domestic 
limited liability company if: 
1.  Nonpayment of fees or penalties.  The domestic limited liability company does 
not pay when due any fees or penalties imposed by this chapter or other law; 
2.  Failure to file annual report.  The domestic limited liability company does not 
deliver its annual report to the Secretary of State as required by section 1665; 
3.  Failure to pay late filing penalty.  The domestic limited liability company does 
not pay the annual report late filing penalty as required by section 1667; 
4.  Failure to maintain registered agent.  The domestic limited liability company is 
without a registered agent in this State as required by section 1661 and Title 5, section 
105, subsection 1; 
5.  Failure to notify of change of registered agent or address.  The domestic 
limited liability company does not notify the Secretary of State that its registered agent 
has changed as required by Title 5, section 108, subsection 1 or the address of its 
registered agent has been changed as required by Title 5, section 109 or 110 or that its 
registered agent has resigned as required by Title 5, section 111; or 
6.  Filing of false information.  A member, manager or agent of the domestic limited 
liability company signed a document with the knowledge that the document was false in a 
material respect and with the intent that the document be delivered to the office of the 
Secretary of State for filing. 
Sec. A-12.  31 MRSA §1592, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1592.  Procedure for and effect of administrative dissolution of limited liability 
company 
1.  Notice of determination to administratively dissolve limited liability 
company.  If the Secretary of State determines that one or more grounds exist under 
section 1591 for dissolving a domestic limited liability company, the Secretary of State 
shall serve the limited liability company with written notice of that determination as 
required by subsection 8. 
2.  Administrative dissolution.  The domestic limited liability company is 
administratively dissolved if, within 60 days after the notice under subsection 1 is issued 
and is perfected under subsection 8, the Secretary of State determines that the limited 
liability company has failed to correct the ground or grounds for the dissolution.  The 
Secretary of State shall send notice to the limited liability company as required by 
subsection 8 that recites the ground or grounds for dissolution and the effective date of 
dissolution. 
3.  Effect of administrative dissolution; prohibition.  A domestic limited liability 
company administratively dissolved continues its existence but may not transact any 
business in this State except as necessary to wind up the affairs of the limited liability 
company. 
4.  Validity of contracts; right to be sued; right to defend suit.  The administrative 
dissolution of a domestic limited liability company under this section does not impair: 
A.  The validity of any contract or act of the domestic limited liability company; 
B.  The right of any other party to the contract to maintain any action, suit or 
proceeding on the contract; or 
C.  The right of the domestic limited liability company to defend any action, suit or 
proceeding in any court of this State. 
5.  Authority of registered agent.  The administrative dissolution of a domestic 
limited liability company does not terminate the authority of its registered agent. 
6.  Protecting limited liability company name after administrative dissolution.  
The name of a domestic limited liability company remains in the office of the Secretary 
of State's record of limited liability company names and is protected for a period of 3 
years following administrative dissolution. 
7.  Notice to Superintendent of Financial Institutions in case of financial 
institution or credit union.  In the case of a financial institution authorized to do 
business in this State or a credit union authorized to do business in this State, as defined 
in Title 9-B, section 131, the Secretary of State shall notify the Superintendent of 
Financial Institutions within a reasonable time prior to administratively dissolving the 
financial institution or credit union under this section. 
8.  Delivery of notice.  The Secretary of State shall send notice of its determination 
under subsection 1 by regular mail or other medium as defined by rule by the Secretary of 
State and the service upon the domestic limited liability company is perfected 5 days after 
the Secretary of State deposits its determination in the United States mail, as evidenced 
by the postmark if mailed postpaid and correctly addressed or delivered by a medium 
authorized by the Secretary of State to the registered agent of the limited liability 
company. 
Sec. A-13.  31 MRSA §1593, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1593.  Reinstatement following administrative dissolution of limited liability 
company 
1.  Application for reinstatement.  A domestic limited liability company 
administratively dissolved under section 1592 may apply to the Secretary of State for 
reinstatement within 6 years after the effective date of administrative dissolution. The 
application must: 
A.  State the name of the domestic limited liability company and the effective date of 
its administrative dissolution; 
B.  State that the ground or grounds for dissolution of the domestic limited liability 
company either did not exist or have been eliminated; and 
C.  State that the domestic limited liability company's name satisfies the requirements 
of section 1508. 
2.  Reinstatement after administrative dissolution.  If the Secretary of State 
determines that the application contains the information required under subsection 1 and 
is accompanied by the reinstatement fee set forth in section 1680, subsection 17 and that 
the information is correct, the Secretary of State shall cancel the administrative 
dissolution and prepare a notice of reinstatement that recites that determination and the 
effective date of reinstatement. The Secretary of State shall use the procedures set forth in 
section 1592, subsection 8 to deliver the notice to the domestic limited liability company. 
3.  Effect of reinstatement.  When the reinstatement is effective under subsection 2, 
the reinstatement relates back to and takes effect as of the effective date of the 
administrative dissolution, and the domestic limited liability company resumes business 
as if the administrative dissolution had not occurred. 
4.  Cancellation of certificate of formation.  In the event a domestic limited liability 
company that is administratively dissolved under section 1592 fails to be reinstated in 
accordance with the terms of this section within 6 years after the effective date of 
administrative dissolution, the Secretary of State shall cancel the certificate of formation 
of the limited liability company must be cancelled, effective on the 6th anniversary of the 
effective date of administrative dissolution. 
Sec. A-14.  31 MRSA §1594, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1594.  Appeal from denial of reinstatement of limited liability company 
1.  Denial of reinstatement.  If the Secretary of State denies a domestic limited 
liability company's application for reinstatement following administrative dissolution, the 
Secretary of State shall serve the domestic limited liability company under section 1592, 
subsection 8 with a written notice that explains the reason or reasons for denial. 
2.  Appeal.  A domestic limited liability company may appeal a denial of 
reinstatement under subsection 1 to the Superior Court of the county where the limited 
liability company's principal office is located or, if there is no principal office in this 
State, in Kennebec County within 30 days after the date of the notice of denial.  The 
limited liability company appeals by petitioning the court to set aside the dissolution and 
attaching to the petition copies of the Secretary of State's notice of administrative 
dissolution, the limited liability company's application for reinstatement and the Secretary 
of State's notice of denial. 
3.  Court action.  The court may summarily order the Secretary of State to reinstate 
an administratively dissolved domestic limited liability company or may take other action 
the court considers appropriate. 
4.  Final decision.  The court's final decision in an appeal under this section may be 
appealed as in other civil proceedings. 
Sec. A-15.  31 MRSA §1604, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1604.  Revival of limited liability company after dissolution 
1.  Determination of need to revive company.  If the Secretary of State finds that a 
domestic limited liability company has dissolved in any manner under this chapter, that 
the certificate of formation for that domestic limited liability company has been cancelled 
pursuant to section 1533 and that the domestic limited liability company should be 
revived for any specified purpose or purposes for a specific period of time, the Secretary 
of State may upon application by an interested party accompanied by the payment of the 
fee required by section 1680 file a certificate of revival in a form or format prescribed by 
the Secretary of State for reviving the domestic limited liability company. 
2.  Certificate of revival.  The certificate of revival must include: 
A.  The name of the limited liability company prior to revival; 
B.  The name of the limited liability company following revival, which limited 
liability company name must comply with section 1508; 
C.  The date of formation of the limited liability company; 
D.  The date of dissolution of the limited liability company, if known, together with 
the date the certificate of cancellation was filed by the Secretary of State; 
E.  The name and address of the registered agent of the limited liability company 
prior to revival.  If the registered agent has resigned or no longer can be located by 
the limited liability company, the limited liability company shall deliver for filing a 
form appointing a registered agent as required by Title 5, chapter 6-A, which form 
must accompany the certificate under this section; 
F.  The name and address of the party or parties requesting the revival; 
G.  The purpose or purposes for which revival is requested; and 
H.  The time period needed to complete the purpose or purposes specified under 
paragraph G. 
3.  Notice of revival.  The Secretary of State shall issue a notice to the domestic 
limited liability company to the address provided in subsection 2, paragraph F stating that 
the revival has been granted for the purpose or purposes and for the time period specified 
pursuant to the certificate of revival filed under this section. 
4.  Amendment to certificate of formation.  Once the revival has been granted in 
accordance with subsection 3, the certificate of revival is deemed to be an amendment to 
the certificate of formation of the limited liability company, and the limited liability 
company may not be required to take any further action to amend its certificate of 
formation under this chapter with respect to the matters set forth in the certificate of 
revival. 
5.  Termination of revival.  When the time period specified in subsection 2, 
paragraph H has expired, the Secretary of State shall issue a notice to the domestic 
limited liability company at the address provided in subsection 2, paragraph F that the 
status of the limited liability company has returned to the status prior to filing the 
certificate of revival under this section. 
Sec. A-16.  31 MRSA §1621, sub-§4, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is repealed and the following enacted in its place: 
4.  Rights; privileges; duties; restrictions; penalties; liabilities.  A foreign limited 
liability company that has filed a statement of foreign qualification: 
A.  Has in this State the same but no greater rights of a limited liability company of 
like character; 
B.  Has in this State the same but no greater privileges as a limited liability company 
of like character; and 
C.  Except as otherwise provided by this chapter, is in this State subject to the same 
duties, restrictions, penalties and liabilities now or later imposed on a limited liability 
company of like character. 
Sec. A-17.  31 MRSA §1625, sub-§5, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
5.  Failure to notify of change of registered agent or address.  The foreign limited 
liability company does not notify the Secretary of State that its registered agent has 
changed as required by Title 5, section 108, subsection 1 or the address of its registered 
agent has been changed as required by Title 5, section 109 or 110 or that fails to appoint a 
replacement registered agent after its registered agent has resigned as required by under 
Title 5, section 111; 
Sec. A-18.  31 MRSA §1626, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
2.  Revocation.  The statement of foreign qualification is revoked if within 60 days 
after the notice under subsection 1 was issued the Secretary of State determines that the 
foreign limited liability company has failed to correct the ground or grounds for 
revocation within 60 days after the notice under subsection 1 was issued.  The Secretary 
of State shall send notice to the foreign limited liability company as required by 
subsection 7 that recites the ground or grounds for revocation and the effective date of 
revocation. 
Sec. A-19.  31 MRSA §1631, sub-§1, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
1.  Direct action against member.  Subject to subsection 2, a member may maintain 
a direct action against another member, a manager or the limited liability company to 
enforce the member's rights and otherwise protect the member's interests, including rights 
and interests under the operating limited liability company agreement or this chapter or 
arising independently of the membership relationship. 
Sec. A-20.  31 MRSA §1632, sub-§1, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
1.  Demand.  The member first makes a demand on the limited liability company to 
take suitable action, and the limited liability company does not take suitable action within 
a reasonable time; or 
Sec. A-21.  31 MRSA §1637, sub-§1, ¶B, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is amended to read: 
B.  No membership transferable interests listed on a national securities exchange or 
regularly quoted in an over-the-counter market by one or more members of a national 
securities association. 
Sec. A-22.  31 MRSA §1643, sub-§2, ¶E, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is repealed and the following enacted in its place: 
E.  If the surviving organization exists before the merger: 
(1)  Any amendments provided for in the plan of merger for the organizational 
document that created the surviving organization that are in a public record; or 
(2)  A statement that the organizational documents remain unchanged; 
Sec. A-23.  31 MRSA §1644, sub-§1, ¶H, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is amended to read: 
H.  Except as otherwise agreed, if a constituent limited liability company ceases to 
exist, the merger does not dissolve the limited liability company for the purposes of 
subchapter 7 8; 
Sec. A-24.  31 MRSA §1648, sub-§2, ¶F, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is amended to read: 
F.  Except as otherwise agreed, the converting organization is not required to wind up 
its affairs or pay its liabilities and distribute its assets, and the conversion may not be 
deemed to constitute a dissolution of that converting organization.  When a 
converting organization has been converted to a limited liability company pursuant to 
this section subchapter, the limited liability company is deemed to be the same 
organization as the converting organization, and the conversion constitutes a 
continuation of the existence of the converting organization in the form of a limited 
liability company; 
Sec. A-25.  31 MRSA §1661, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1661.  Registered agent for limited liability company 
A domestic limited liability company must have and continuously maintain a 
registered agent in this State as defined by Title 5, section 102, subsection 27. 
Sec. A-26.  31 MRSA §1662, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1662.  Service of process 
Service of process, notice or demand required or permitted by law on a domestic 
limited liability company is governed by Title 5, section 113. 
Sec. A-27.  31 MRSA §1679, sub-§1, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
1.  Street or rural route.  An actual street address or rural route box number in this 
State; and 
Sec. A-28.  31 MRSA §1679, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
2.  Mailing address.  A mailing address in this State, if different from the address 
under subsection 1. 
Sec. A-29.  31 MRSA §1680, sub-§17, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
17.  Reinstatement fee after administrative dissolution.  For failure to file an 
annual report, a fee of $150, to a maximum fee of $600, regardless of the number of 
delinquent reports or the period of delinquency; for failure to pay the annual report late 
filing penalty, a fee of $150; for failure to appoint or maintain a registered agent, a fee of 
$150; for failure to notify the Secretary of State that the registered agent or the address of 
the registered agent has been changed or that failure to appoint a replacement registered 
agent after the registered agent has resigned, a fee of $150; and for filing false 
information, a fee of $150; 
Sec. A-30.  31 MRSA §1693, sub-§2, ¶B, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is amended to read: 
B.  Solely for purposes of applying section 1541, language in the limited liability 
company's articles of organization designating the limited liability company's 
management structure operates as if that language were in the limited liability 
company agreement operate as a statement of authority filed pursuant to section 
1542.  For this purpose, the designation of the company's management structure in 
the articles of organization must be treated as a statement described in section 1542, 
subsection 1, paragraph C and the statement of the name of the limited liability 
company must be treated as satisfying the requirement under section 1542, subsection 
1, paragraph A. 
Sec. A-31.  31 MRSA §1693, sub-§5, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
5.  Administrative dissolution prior to effective date.  A domestic limited liability 
company administratively dissolved under former chapter 13 is deemed to have been 
administratively dissolved under section 1592 for purposes of reinstatement following 
administrative dissolution under section 1593. 
PART B 
Sec. B-1.  31 MRSA §852, sub-§1, ¶N, as enacted by PL 1995, c. 633, Pt. B, §1, 
is amended to read: 
N.    Being a partner in a registered limited partnership or a domestic general 
partnership or a member in a domestic limited liability company. 
Sec. B-2.  31 MRSA §1431, sub-§9, ¶C, as enacted by PL 2005, c. 543, Pt. C, 
§2, is amended to read: 
C.  For a domestic limited liability company or foreign limited liability company, its 
articles of organization and operating agreement, or comparable records as provided 
in its governing statute; 
Sec. B-3.  31 MRSA §1502, sub-§20, ¶C, as enacted by PL 2009, c. 629, Pt. A, 
§2 and affected by §3, is amended to read: 
C.  For a domestic 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; 
Sec. B-4.  31 MRSA §1508, sub-§5, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
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 domestic 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. 
Sec. B-5.  31 MRSA §1510, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
2.  Authorized to transact business.  Upon complying with this section, a domestic 
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. 
Sec. B-6.  31 MRSA §1511, sub-§5, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
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 domestic 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. 
Sec. B-7.  31 MRSA §1664, sub-§1, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
1.  Certificate of existence; certificate of qualification.  The Secretary of State, 
upon request and payment of the requisite fee, shall furnish to any person a certificate of 
existence for a domestic limited liability company or certificate of qualification for a 
foreign limited liability company if the records filed in the office of the Secretary of State 
show that the limited liability company has been formed under the laws of this State or 
authorized to transact business in this State.  A certificate of existence or certificate of 
qualification must state: 
A.  The limited liability company's name; 
B.  That, if a domestic limited liability company, the limited liability company  is 
duly formed under the laws of this State and the date of formation; 
C.  That, if a foreign limited liability company, the foreign limited liability company 
is authorized to transact business in this State, the date on which the limited liability 
company was authorized to transact business in this State and its jurisdiction of 
organization; 
D.  That all fees and penalties owed to the State have been paid in full, if: 
(1)  Payment is reflected in the records of the office of the Secretary of State; and 
(2)  Nonpayment affects the existence or authorization of the domestic limited 
liability company or foreign limited liability company; 
E.  That the limited liability company's most recent annual report required by section 
1519 has been filed by the Secretary of State; 
F.  Whether the limited liability company has delivered to the office of the Secretary 
of State for filing a certificate of cancellation by a domestic limited liability company 
or a statement of cancellation of foreign qualification; and 
G.  Other facts of record in the office of the Secretary of State that are specified by 
the person requesting the certificate. 
Sec. B-8.  31 MRSA §1665, sub-§1, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
1.  Annual report.  Each year, each domestic limited liability company or each 
foreign limited liability company authorized to conduct business in this State shall deliver 
to the office of the Secretary of State for filing an annual report setting forth: 
A.  The name of the limited liability company or the foreign limited liability 
company; 
B.  The information required by Title 5, section 105, subsection 1; 
C.  The address of the limited liability company's or foreign limited liability 
company's principal office; 
D.  A brief statement of the character of the business in which the limited liability 
company is actually engaged in this State; and 
E.  The name and address of one or more individuals designated as a contact person 
for the limited liability company. 
Sec. B-9.  31 MRSA §1665, sub-§5, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
5.  Certificate of excuse.  The Secretary of State, upon application by a domestic 
limited liability company and satisfactory proof that it has ceased to transact business and 
that it is not indebted to this State for failure to file an annual report and to pay any fees 
or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate 
to the limited liability company, after which the limited liability company is excused from 
filing annual reports with the office of the Secretary of State, as long as the limited 
liability company in fact transacts no business.  The name of a limited liability company 
remains in the office of the Secretary of State's records of entity names and is protected 
for a period of 5 years following excuse. 
Sec. B-10.  31 MRSA §1665, sub-§6, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
6.  Resumption of business.  A domestic limited liability company that has been 
excused from filing annual reports pursuant to subsection 5 may elect to resume 
transacting business.  A certificate executed and filed as provided in section 1673 setting 
forth that an election was made to resume the transaction of business authorizes the 
domestic limited liability company to resume transaction of business.  After that 
certificate is filed, the domestic limited liability company is required to file annual reports 
beginning with the next reporting deadline following resumption. 
Sec. B-11.  31 MRSA §1666, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1666.  Amended annual report of limited liability company or foreign limited 
liability company 
1.  Amended annual report.  If the information contained in an annual report filed 
under section 1519 has changed, a limited liability company may, if it determines it to be 
necessary, deliver to the office of the Secretary of State for filing an amended annual 
report to change the information on file. 
2.  Contents.  The amended annual report under subsection 1 must set forth: 
A.  The name of the domestic limited liability company or foreign limited liability 
company and the jurisdiction of its organization; 
B.  The date on which the original annual report was filed; and 
C.  The information that has changed and the date on which it changed. 
3.  Filing date.  An amended annual report under subsection 1 may be filed by the 
limited liability company after the date of the original filing and until December 31st of 
that filing year. 
Sec. B-12.  31 MRSA §1667, as enacted by PL 2009, c. 629, Pt. A, §2 and 
affected by §3, is amended to read: 
§1667.  Failure to file annual report; incorrect report; penalties 
1.  Failure to file; penalty.  A domestic limited liability company or foreign limited 
liability company that is required to deliver an annual report for filing as provided by 
section 1665 that fails to deliver its properly completed annual report to the Secretary of 
State shall pay, in addition to the regular annual report fee, the late filing penalty set forth 
in section 1680, subsection 10 as long as the report is received by the Secretary of State 
prior to revocation or administrative dissolution.  Upon a limited liability company's 
failure to file the annual report and to pay the annual report fee or the penalty, the 
Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375, shall 
revoke a foreign limited liability company's authority to do business in this State and 
administratively dissolve a domestic limited liability company.  The Secretary of State 
shall use the procedures set forth in section 1592 to administratively dissolve a domestic 
limited liability company and the procedures set forth in section 1626 to revoke a foreign 
limited liability company's authority to transact business in this State.  A domestic limited 
liability company that has been administratively dissolved under section 1592 must 
follow the requirements set forth in section 1603 to reinstate. 
2.  Return for correction.  If the Secretary of State finds that an annual report 
delivered for filing does not conform with the requirements of section 1665, the report 
must be returned for correction. 
3.  Excused from liability.  If the annual report of a domestic limited liability 
company or foreign limited liability company is not delivered for filing within the time 
specified in section 1665, the limited liability company is excused from the liability 
provided in this section and from any other penalty for failure to file timely the report if it 
establishes to the satisfaction of the Secretary of State that failure to file was the result of 
excusable neglect and it furnishes the Secretary of State a copy of the report within 30 
days after it learns that the Secretary of State failed to receive the original report. 
Sec. B-13.  31 MRSA §1672, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
2.  Recording as filed; acknowledgment.  The Secretary of State files a document 
pursuant to subsection 1 by recording it as filed on the date of receipt.  After filing a 
document, the Secretary of State shall deliver to the domestic limited liability company or 
foreign limited liability company or its representative a copy of the document with an 
acknowledgement of the date of filing.  If the person delivering the document for filing so 
requests, the acknowledgment must further include the hour and minute of filing. 
Sec. B-14.  31 MRSA §1672, sub-§3, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
3.  Refusal to file; written explanation.  If the Secretary of State refuses to file a 
document, the Secretary of State shall return it to the domestic limited liability company 
or foreign limited liability company or its representative within 5 days after the document 
was delivered, together with a brief written explanation of the reason for the refusal. 
Sec. B-15.  31 MRSA §1675, sub-§1, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
1.  Statement of correction.  A domestic limited liability company or foreign limited 
liability company may deliver to the office of the Secretary of State for filing a statement 
of correction to correct a record previously delivered by the domestic limited liability 
company or foreign limited liability company to the office of the Secretary of State and 
filed by the Secretary of State if at the time of filing the record contained incorrect 
information or was defectively signed or if the information subsequently becomes 
inaccurate. 
Sec. B-16.  31 MRSA §1677, sub-§2, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
2.  Party to action.  If a petitioner under subsection 1 is not the domestic limited 
liability company or foreign limited liability company to whom the record pertains, the 
petitioner shall make the domestic limited liability company or foreign limited liability 
company a party to the action.  A person aggrieved under subsection 1 may seek the 
remedies provided in subsection 1 in a separate action against the person required to sign 
the record or as a part of any other action concerning the limited liability company in 
which the person required to sign the record is made a party. 
Sec. B-17.  31 MRSA §1680, sub-§6, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
6.  Annual report.  For filing of an annual report under section 1665, a fee of $85 for 
a domestic limited liability company or a fee of $150 for a foreign limited liability 
company; 
Sec. B-18.  31 MRSA §1680, sub-§9, as enacted by PL 2009, c. 629, Pt. A, §2 
and affected by §3, is amended to read: 
9.  Amended annual report.  For filing of an amended annual report under section 
1666, a fee of $85 for a domestic limited liability company or a fee of $150 for a foreign 
limited liability company; 
Sec. B-19.  31 MRSA §1680, sub-§18, as corrected by RR 2009, c. 2, §86, is 
amended to read: 
18.  Certificate of revival after dissolution.   For filing a certificate of revival after 
dissolution for a domestic limited liability company under section 1604, a fee of $150; 
Sec. B-20.  39-A MRSA §324, sub-§3, ¶C, as amended by PL 2009, c. 520, §2, 
is further amended to read: 
C.  The employer, if organized as a corporation, is subject to administrative 
dissolution as provided in Title 13-C, section 1421 or revocation of its authority to do 
business in this State as provided in Title 13-C, section 1532.  The employer, if 
organized as a domestic limited liability company, is subject to administrative 
dissolution as provided in Title 31, section 608-B 1592. The employer, if licensed, 
certified, registered or regulated by any board authorized by Title 5, section 12004-A 
or whose license may be revoked or suspended by proceedings in the District Court 
or by the Secretary of State, is subject to revocation or suspension of the license, 
certification or registration. 
Emergency clause.  In view of the emergency cited in the preamble, this 
legislation takes effect July 1, 2011. 
SUMMARY 
This bill makes several changes to the Maine Limited Liability Company Act, which 
takes effect July 1, 2011.  Most of the changes are technical, but several are substantive. 
The technical changes remove redundant language, correct cross-references, clarify 
definitions and make some grammatical changes. 
The bill deletes the unnecessary inclusion of the word “domestic” when referring to 
limited liability companies formed in this State. 
The bill makes the following substantive changes. 
1.  The bill amends the definition of "low-profit limited liability company" by striking 
all references to foreign limited liability companies. The change allows the laws of the 
state of organization to govern whether a foreign limited liability company is a low-profit 
limited liability company. The change conforms the statute to those of other states that 
have adopted low-profit limited liability company legislation. 
2.  Under the current law, the articles of organization require the organizer to 
designate whether the limited liability company will be a member-run limited liability 
company or a manager-run limited liability company.  This designation establishes 
apparent authority for the limited liability company.  If the limited liability company is a 
member-run entity, each of the members has authority to bind the limited liability 
company; if the limited liability company is manager-run, each manager has the authority 
to bind the limited liability company.  The Maine Limited Liability Company Act, which 
takes effect July 1, 2011, abandons authority by designation.  The certificate of formation 
under the Maine Limited Liability Company Act generally will not contain any 
information about authority.  Further, the new provisions concerning apparent authority 
do not acknowledge or give any effect to designations in articles of organization filed 
under the current law.  As a consequence, once the Maine Limited Liability Company Act 
takes effect, the designations in articles of organization filed under the existing law will 
have no significance, yet many practitioners will continue to rely on designations in filed 
articles of organization as though the designations mattered.  To accommodate this 
likelihood, Title 31, section 1693, subsection 2, paragraph B provides that the 
designations will be treated as being included in the limited liability company's limited 
liability company agreement.  This bill strikes language that treats the designation as part 
of the limited liability company agreement. In its place, the bill adds provisions that treat 
the designation as a statement of authority. The change significantly alters apparent 
authority for limited liability companies formed under the existing law that have not 
actually filed a statement of authority pursuant to section 1542.  In the absence of a 
statement of authority, every member, manager, president and treasurer has authority to 
bind the limited liability company with 3rd parties.  By treating the designation as a 
statement of authority, the change to section 1693, subsection 2, paragraph B limits the 
scope of persons having apparent authority to those designated in the filed articles.  As a 
consequence, the bill gives meaning to the designation that closely conforms to the 
meaning intended by the designation under the existing law, at least for purposes of 
apparent authority.