reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 12: MISCELLANEOUS PROVISIONS › 31 §1458. Access to data base

§1458. Access to data base
The Secretary of State may provide public access to the data base through a dial-in modem, through public terminals and through electronic duplicates of the data base. If access to the data base is provided to the public, the Secretary of State may adopt rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 12: MISCELLANEOUS PROVISIONS › 31 §1459. Publications

§1459. Publications
1.  Fee schedule.
The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set the procedures for the sale of these publications.
Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
2.  Deposit in fund.
All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this chapter and for funding new publications.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT › Subchapter 12: MISCELLANEOUS PROVISIONS › 31 §1461. Effective date

§1461. Effective date
This chapter takes effect July 1, 2007.   [PL 2005, c. 543, Pt. C, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §1503. Knowledge; notice

§1503. Knowledge; notice
1.  Knows.
A person knows a fact when the person:
A. Has actual knowledge of it; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Is deemed to know it under law other than this chapter.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Notice.
A person has notice of a fact when the person:
A. Knows of it;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Receives notification of it;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Has reason to know the fact from all of the facts known to the person at the time in question; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Is deemed to have notice of the fact under subsection 4.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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;   [PL 2011, c. 113, Pt. A, §5 (AMD).]
B. Termination, 90 days after a certificate of cancellation under section 1533 becomes effective;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Merger or conversion, 90 days after a statement of merger or statement of conversion under subchapter 12 becomes effective; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Revival, 90 days after a certificate of revival under section 1604 becomes effective.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2011, c. 113, Pt. A, §5 (AMD).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §5 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Any lawful purpose.
A limited liability company may have any lawful purpose, regardless of whether for profit.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  To hold property.
A limited liability company has the capacity to hold property in its own name.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §1506. Governing law

§1506. Governing law
The law of this State governs:   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Internal affairs.
The internal affairs of a limited liability company; and
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Principles of law and equity.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  No application.
Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 1: GENERAL PROVISIONS › 31 §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.
[PL 2013, c. 99, §5 (AMD).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2013, c. 99, §5 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 2: LIMITED LIABILITY COMPANY AGREEMENT; PROVISIONS OF CHAPTER THAT MAY NOT BE MODIFIED BY THE LIMITED LIABILITY COMPANY AGREEMENT › 31 §1521. Limited liability company agreement; scope, function and limitations

§1521. Limited liability company agreement; scope, function and limitations
1.  Agreement governs.
Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  When agreement does not otherwise provide.
To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Expansion, restriction or elimination of duties.
Except as provided in section 1611, a member's or other person's duties may be expanded, restricted or eliminated as provided in this subsection.
A. To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by provisions in a written limited liability company agreement; except that the implied contractual covenant of good faith and fair dealing may not be eliminated.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. A written limited liability company agreement may provide for the limitation or elimination of any liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.  No liability for good faith reliance on agreement.
Unless otherwise provided in a limited liability company agreement, a member or other person is not liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the provisions of the limited liability company agreement.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 2: LIMITED LIABILITY COMPANY AGREEMENT; PROVISIONS OF CHAPTER THAT MAY NOT BE MODIFIED BY THE LIMITED LIABILITY COMPANY AGREEMENT › 31 §1522. Provisions of the chapter that may not be modified by the limited liability company agreement

§1522. Provisions of the chapter that may not be modified by the limited liability company agreement
1.  Prohibited contents.
A limited liability company agreement may not:
A. Vary the distinction between the limited liability company as an entity and its members under section 1504, subsection 1;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Vary a limited liability company's capacity under section 1505 to sue and be sued in its own name;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Vary the law applicable under section 1506;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Except as otherwise provided in section 1524, subsection 2, restrict the rights under this chapter of a person other than a member or transferee;   [PL 2011, c. 113, Pt. A, §6 (AMD).]
E. Vary the power of the court under section 1677;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
F. Eliminate or limit a member's liability to the limited liability company and members for money damages for a bad faith violation of the implied contractual covenant of good faith and fair dealing;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
G. Waive the requirement of section 1553, subsection 1 that a contribution obligation be in writing; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
H. Vary the requirement to wind up the limited liability company's business as specified in section 1597.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2011, c. 113, Pt. A, §6 (AMD).]
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.
[PL 2011, c. 113, Pt. A, §7 (AMD).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §§6, 7 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 2: LIMITED LIABILITY COMPANY AGREEMENT; PROVISIONS OF CHAPTER THAT MAY NOT BE MODIFIED BY THE LIMITED LIABILITY COMPANY AGREEMENT › 31 §1523. Limited liability company agreement; effect on limited liability company and persons admitted as members; preformation agreement

§1523. Limited liability company agreement; effect on limited liability company and persons admitted as members; preformation agreement
1.  Agreement binding and enforceable.
A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Member a party.
A person that is admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in section 1553, subsection 1.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Initial members agreement.
Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement becomes the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability company agreement.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 2: LIMITED LIABILITY COMPANY AGREEMENT; PROVISIONS OF CHAPTER THAT MAY NOT BE MODIFIED BY THE LIMITED LIABILITY COMPANY AGREEMENT › 31 §1524. Limited liability company agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company

§1524. Limited liability company agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company
1.  Manner of amendment.
If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law. The approval of the person may be waived by the person and any conditions may be waived by all persons for whose benefit those conditions were intended.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Rights provided.
A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the agreement.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Obligations to transferee or dissociated member.
The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the limited liability company agreement. An amendment to the limited liability company agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 3: FORMATION, CERTIFICATE OF FORMATION AND OTHER FILINGS › 31 §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;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The limited liability company must have one or more members.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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 2011, c. 113, Pt. A, §8 (AMD).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §8 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 3: FORMATION, CERTIFICATE OF FORMATION AND OTHER FILINGS › 31 §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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Restatement with or without amendment.
A certificate of formation may be restated with or without amendment at any time.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The date of filing of the limited liability company's certificate of formation; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The changes the amendment makes to the certificate of formation as most recently amended or restated.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 4: RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY › 31 §1541. Power to bind limited liability company

§1541. Power to bind limited liability company
A person may not bind a limited liability company except:   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Under or pursuant to agreement.
To the extent the person is authorized to act as the limited liability company's agent under or pursuant to the limited liability company agreement;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  By members.
To the extent the person is authorized by the members to act as the limited liability company's agent pursuant to section 1556;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Pursuant to statement of authority.
To the extent provided in section 1542;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.  No statement of authority.
If there is no statement of authority in effect, any manager, member, president or treasurer of a limited liability company has the authority to bind the limited liability company; or
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5.  As provided by law.
To the extent otherwise provided by law.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 4: RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY › 31 §1542. Statement of authority

§1542. Statement of authority
1.  Statement delivered for filing.
A limited liability company may deliver to the office of the Secretary of State for filing a statement of authority. The statement:
A. Must include the name of the limited liability company;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. May state the authority, or limitations on the authority, of a specific person or persons to enter into transactions on behalf of, or otherwise act for or bind, the limited liability company; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. With respect to any position that exists in or with respect to the limited liability company, may state the authority, or limitations on the authority, of all persons holding the position to enter into transactions on behalf of, or otherwise act for or bind, the limited liability company.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Amendment or cancellation delivered for filing.
To amend or cancel a statement of authority filed with the office of the Secretary of State, a limited liability company must deliver to the office of the Secretary of State for filing an amendment or cancellation stating:
A. The name of the limited liability company;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The date the statement of authority was filed; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The contents of the amendment or a declaration that the statement of authority being affected is cancelled.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Effective statement of authority conclusive.
An effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value the person has knowledge to the contrary.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.  Certificate of cancellation.
Upon filing, a certificate of cancellation filed pursuant to section 1533 operates as a cancellation under subsection 2 of each statement of authority.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5.  Statement of denial.
Upon filing, a statement of denial filed pursuant to section 1543 operates as an amendment under subsection 2 of the statement of authority to which the statement of denial pertains.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 4: RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY › 31 §1543. Statement of denial

§1543. Statement of denial
A person named in a filed statement of authority may deliver to the office of the Secretary of State for filing a statement of denial that:   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Name and date.
States the name of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Denial of authority.
Denies the person's authority; and
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Notice to limited liability company.
States that the person has furnished the limited liability company with a copy of the statement of denial.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 4: RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY › 31 §1544. Liability of members to 3rd parties

§1544. Liability of members to 3rd parties
A person who is a member of a limited liability company is not liable, solely by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, agent or employee of the limited liability company.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1551. Admission of a member

§1551. Admission of a member
1.  In connection with formation.
In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later of:
A. The formation of the limited liability company; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person's admission is reflected in the records of the limited liability company.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  After formation.
After formation of a limited liability company, a person is admitted as a member of the limited liability company:
A. As provided in the limited liability company agreement;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. As the result of a transaction effective under subchapter 12;   [PL 2011, c. 113, Pt. A, §10 (AMD).]
C. With the consent of all the members; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. If, within 90 consecutive days after the limited liability company ceases to have any members:
(1) All holders of the transferable interest last transferred by the last person to have been a member consent to the designation of a person to be admitted as a member; and
(2) The designated person consents to be admitted as a member effective as of the date the last person to have been a member ceased to be a member.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2011, c. 113, Pt. A, §10 (AMD).]
3.  Admission without transferable interest or contribution.
A person may be admitted as a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §10 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1552. Form of contribution

§1552. Form of contribution
A contribution may consist of cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1553. Liability for contributions

§1553. Liability for contributions
1.  Promise in writing.
A promise by a member to make a contribution to a limited liability company is not enforceable unless set forth in a writing signed by the member.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Obligation not excused.
A member's obligation to make a contribution to a limited liability company is not excused by the member's death, disability or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member's estate is obligated, at the option of the limited liability company, to contribute money equal to the value of the portion of the contribution that has not been made. The limited liability company's option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have under the limited liability company agreement or applicable law.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Obligation compromised.
The obligation of a member may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit after the entering into of a limited liability company agreement or an amendment to the agreement that, in either case, reflects the obligation and before an amendment to the agreement that reflects the compromise may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1554. Sharing of and right to distributions

§1554. Sharing of and right to distributions
1.  Agreed value.
Distributions by a limited liability company before its dissolution and winding up must be made on the basis of the agreed value, as stated in any written records of the limited liability company, of the contributions made by each person or the person's predecessor in interest to the extent contributions have been received by the limited liability company and not returned.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Interim distribution.
A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution. A member's dissociation does not entitle the dissociated member to a distribution.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Form of distribution.
A person does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 1601, subsection 3, a limited liability company may distribute an asset in kind if each person receives a percentage of the asset equal in value to the member's share of distributions.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.  Status of creditor.
If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1555. Limitations on distribution and liability for improper distributions

§1555. Limitations on distribution and liability for improper distributions
1.  Improper distribution.
A limited liability company may not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited must be included in the assets of the limited liability company only to the extent that the fair value of the property exceeds that liability.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Liability for improper distribution.
A person who receives a distribution in violation of subsection 1, and who knew at the time of the distribution that the distribution violated subsection 1, is liable to the limited liability company for the amount of the distribution. A person who receives a distribution in violation of subsection 1, and who did not know at the time of the distribution that the distribution violated subsection 1, is not liable for the amount of the distribution. Subject to subsection 4, this subsection does not affect any obligation or liability of a person under an agreement or other applicable law for the amount of a distribution.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Action barred after 2 years.
An action under this section is barred if not commenced within 2 years after the distribution.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.  Distribution exclusions.
For purposes of this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5.  Distribution made in accordance with section 1601.
This section does not apply to distributions made in accordance with section 1601.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1556. Activities and affairs of limited liability company

§1556. Activities and affairs of limited liability company
1.  Direction; oversight of members.
The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Majority of members.
A matter in the ordinary course of activities of a limited liability company may be decided by a majority of the members.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  All members.
The consent of all members of a limited liability company is required to:
A. Approve a merger or conversion under subchapter 12;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Amend the limited liability company agreement;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Undertake any other act outside the ordinary course of the limited liability company's activities; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Undertake, authorize or approve any other act or matter for which this chapter requires the consent of all members.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.  Without meeting; agent.
Any matter requiring the consent of the members of a limited liability company may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5.  After dissolution, majority of members.
After dissolution, a matter in the ordinary course of winding up the activities of a limited liability company may be decided by a majority of the members.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
6.  No entitlement to remuneration.
This chapter does not entitle a member to remuneration for services performed for a limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1557. Indemnification, advancement, reimbursement and insurance

§1557. Indemnification, advancement, reimbursement and insurance
A limited liability company may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person and purchase and maintain insurance on behalf of a member or other person.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY › 31 §1560. Nature of professional limited liability company business

§1560. Nature of professional limited liability company business
A professional limited liability company, as defined in Title 13, section 723, subsection 5, is subject to the Maine Professional Service Corporation Act except as follows.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  No application.
Title 13, sections 722, 733, 736, 751, 762 and 763, Title 13, section 771, subsection 2, paragraph A and Title 13, section 772 do not apply.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Application.
All references to:
A. Shareholders are deemed to be references to members and transferees;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Corporations or corporations organized or incorporated under the Maine Professional Service Corporation Act are deemed to be references to professional limited liability companies;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Stock are deemed to be references to transferable interests; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Officers and directors are deemed to be references to the officers and directors of the limited liability company, if any, and otherwise to any individuals having comparable management authority in respect of the limited liability company. References to clerk, treasurer and secretary are deemed to be references to such persons having comparable authority in respect of the limited liability company.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 6: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › 31 §1571. Member's transferable interest

§1571. Member's transferable interest
The only interest of a member that is transferable is the member's transferable interest. A transferable interest in a limited liability company is personal property.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 6: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS › 31 §1574. Power of personal representative of deceased member

§1574. Power of personal representative of deceased member
If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1558.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).