reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 7: MEMBER'S DISSOCIATION › 31 §1581. Member's power to dissociate; wrongful dissociation

§1581. Member's power to dissociate; wrongful dissociation
1.  Power to dissociate.
A person has the power to dissociate as a member.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Wrongful dissociation.
A person's dissociation from a limited liability company is wrongful only if:
A. It is in breach of an express provision of the limited liability company agreement; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. It occurs before the termination of the limited liability company and:
(1) The person dissociates as a member by express will;
(2) The person is expelled as a member by judicial determination under section 1582, subsection 5;
(3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors; or
(4) In the case of a person that is not an individual, a trust other than a business trust or an estate, the person is expelled or otherwise dissociated as a member because the person willfully dissolved or terminated.   [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.  Liability.
A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1631, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation or liability of the member to the limited liability company or the other members.
[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 7: MEMBER'S DISSOCIATION › 31 §1583. Effect of person's dissociation as a member

§1583. Effect of person's dissociation as a member
1.  No right to participate.
A person who has dissociated as a member has no right to participate in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  No discharge from dissociation.
A person's dissociation as a member does not of itself discharge the person from any debt, obligation or liability to a limited liability company or the other members that the person incurred while a member.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  No right to payment.
If a person is dissociated as a member under section 1582 and the limited liability company is not dissolved due to that dissociation, that person has no right on account of that dissociation to any payment from the limited liability company for that person's interest in 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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1591. Grounds for administrative dissolution of limited liability company

§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 limited liability company if:   [PL 2011, c. 113, Pt. A, §11 (AMD).]
1.  Nonpayment of fees or penalties.
The limited liability company does not pay when due any fees or penalties imposed by this chapter or other law;
[PL 2011, c. 113, Pt. A, §11 (AMD).]
2.  Failure to file annual report.
The limited liability company does not deliver its annual report to the Secretary of State as required by section 1665;
[PL 2011, c. 113, Pt. A, §11 (AMD).]
3.  Failure to pay late filing penalty.
The limited liability company does not pay the annual report late filing penalty as required by section 1667;
[PL 2011, c. 113, Pt. A, §11 (AMD).]
4.  Failure to maintain registered agent.
The limited liability company is without a registered agent in this State as required by section 1661 and Title 5, section 105, subsection 1;
[PL 2011, c. 113, Pt. A, §11 (AMD).]
5.  Failure to notify of change of registered agent or address.
The 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
[PL 2011, c. 113, Pt. A, §11 (AMD).]
6.  Filing of false information.
A member, manager or agent of the 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.
[PL 2011, c. 113, Pt. A, §11 (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, §11 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1593. Reinstatement following administrative dissolution of limited liability company

§1593. Reinstatement following administrative dissolution of limited liability company
1.  Application for reinstatement.
A 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 limited liability company and the effective date of its administrative dissolution;   [PL 2011, c. 113, Pt. A, §13 (AMD).]
B. State that the ground or grounds for dissolution of the limited liability company either did not exist or have been eliminated; and   [PL 2011, c. 113, Pt. A, §13 (AMD).]
C. State that the limited liability company's name satisfies the requirements of section 1508.   [PL 2011, c. 113, Pt. A, §13 (AMD).]
[PL 2011, c. 113, Pt. A, §13 (AMD).]
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 limited liability company.
[PL 2011, c. 113, Pt. A, §13 (AMD).]
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 limited liability company resumes business as if the administrative dissolution had not occurred.
[PL 2011, c. 113, Pt. A, §13 (AMD).]
4.  Cancellation of certificate of formation.
In the event a 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, effective on the 6th anniversary of the effective date of administrative dissolution.
[PL 2011, c. 113, Pt. A, §13 (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, §13 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1594. Appeal from denial of reinstatement of limited liability company

§1594. Appeal from denial of reinstatement of limited liability company
1.  Denial of reinstatement.
If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under section 1592, subsection 8 with a written notice that explains the reason or reasons for denial.
[PL 2011, c. 113, Pt. A, §14 (AMD).]
2.  Appeal.
A 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.
[PL 2011, c. 113, Pt. A, §14 (AMD).]
3.  Court action.
The court may summarily order the Secretary of State to reinstate an administratively dissolved limited liability company or may take other action the court considers appropriate.
[PL 2011, c. 113, Pt. A, §14 (AMD).]
4.  Final decision.
The court's final decision in an appeal under this section may be appealed as in other civil proceedings.
[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, §14 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1595. Events causing dissolution

§1595. Events causing dissolution
1.  Events causing dissolution.
A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:
A. An event or circumstance that the limited liability company agreement states causes dissolution;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The consent of all the members;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The passage of 90 consecutive days during which the limited liability company has no members;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. On application by a member, the entry by the Superior Court of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company's activities in conformity with the limited liability company agreement;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. On application by a member, the entry by the Superior Court of an order dissolving the limited liability company on the grounds that the members in control of the limited liability company have acted, are acting or will act in a manner that is illegal or fraudulent; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
F. On application by a holder of a transferable interest, the entry by the Superior Court of an order dissolving the limited liability company on the grounds that the limited liability company has no 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.  Other remedy.
In a proceeding brought under subsection 1, paragraph E, the court may order a remedy other than dissolution.
[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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1596. Effect of dissolution

§1596. Effect of dissolution
1.  Existence; activities.
Until the filing of a certificate of cancellation as provided in section 1533, a dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs, including:
A. Collecting the dissolved limited liability company's assets;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Disposing of the dissolved limited liability company's properties that will not be distributed in kind to persons owning transferable interests;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Discharging or making provisions for discharging the dissolved limited liability company's liabilities;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Distributing the dissolved limited liability company's remaining property in accordance with section 1601; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. Doing every other act necessary to wind up and liquidate the dissolved limited liability company's business and affairs.   [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.  No change upon dissolution.
The dissolution of a limited liability company does not:
A. Transfer title to the limited liability company's property;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Terminate the authority of the limited liability company's registered agent.   [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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1597. Right to wind up business and activities

§1597. Right to wind up business and activities
1.  Wind up activities.
After dissolution, the remaining members, if any, and if none, a person appointed by all holders of the transferable interest last transferred by the last person to have been a member, may wind up the limited liability company's activities.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Judicial supervision.
The Superior Court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities:
A. On application of a member, if the applicant establishes good cause;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. On the application of a transferee, if:
(1) The limited liability company does not have any members; and
(2) Within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection 1; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. In connection with a proceeding under section 1595, subsection 1, paragraph E or F.   [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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1598. Power to bind limited liability company after dissolution

§1598. Power to bind limited liability company after dissolution
After dissolution, a limited liability company is bound by:   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Act of authorized person if appropriate.
The act of a person authorized to wind up the affairs if the act is appropriate for winding up the limited liability company's activities; or
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Act of authorized person if binding before dissolution.
The act of a person authorized to act on behalf of the limited liability company before dissolution if the act would have bound the limited liability company before dissolution, if the other party to the transaction did not have notice of the dissolution.
[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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1599. Known claims against dissolved limited liability company

§1599. Known claims against dissolved limited liability company
1.  Disposal of claims.
A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection 2 at any time after the effective date of the dissolution of the limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Notice.
A dissolved limited liability company may give written notice of the dissolution in a record to the holder of any known claim. The notice must:
A. Describe the information required to be included in a claim;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Provide a mailing address to which the claim is to be sent;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved limited liability company must receive the claim; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. State that, if not sooner barred, the claim will be barred pursuant to subsection 3 if not received by the deadline.   [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.  Claims barred.
Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred:
A. If a claimant who was given notice under subsection 2 does not deliver the claim to the dissolved limited liability company by the deadline; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.   [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.  Claims.
For purposes of this section, "known claim" or "claim" includes unliquidated claims but not does include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5.  No extension of statute of limitations.
Nothing in this section may be deemed to extend any otherwise applicable statute of limitations.
[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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1601. Application of assets in winding up limited liability company's activities

§1601. Application of assets in winding up limited liability company's activities
Upon the winding up of a limited liability company, the assets must be applied as follows.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Payment to creditors.
Payment, or adequate provision for payment, must be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Surplus.
After a limited liability company complies with subsection 1, any surplus must be distributed:
A. To each person owning a transferable interest that reflects contributions made on account of such transferable interest and not previously returned, in an amount equal to the value of the unreturned contributions; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. After the distribution under paragraph A, to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions prior to dissolution.   [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.  Distribution in proportion to value.
If the limited liability company does not have sufficient surplus to comply with subsection 2, paragraph A, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
[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 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1602. Revocation of dissolution

§1602. Revocation of dissolution
1.  Continued; conditions.
Notwithstanding the occurrence of an event set forth in section 1595, subsection 1, paragraph A, B or C, a limited liability company may not be dissolved and its affairs may not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary of State, the limited liability company is continued, effective as of the occurrence of such event, pursuant to the following conditions:
A. The affirmative vote or consent has been obtained from the members or other persons entitled to vote or consent at the time that is:
(1) Required to prevent or revoke dissolution under its limited liability company agreement; or
(2) If its limited liability company agreement does not state the vote or consent required to prevent or revoke dissolution, sufficient for dissolution under this chapter, or such greater or lesser vote or consent as is required for dissolution under its limited liability company agreement; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The members and other persons having authority under this chapter and under its limited liability company agreement to bring about or prevent dissolution of the limited liability company have not, before or at the time of the vote or consent required by paragraph A, voted against revocation of dissolution or delivered to the limited liability company their written objection to revocation of dissolution.   [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.  Agreement; vote; consent; objection.
To the extent that a limited liability company's limited liability company agreement provides for the voting rights of members or other persons, for the calling of meetings, for notices of meetings, for consents and actions of members and other persons without a meeting, for establishing a record date for meetings or for other matters concerning the voting or consent of members and other persons, such provisions govern the vote or consent required by subsection 1, paragraph A with respect to the limited liability company and the vote or objection of members and other persons under subsection 1, paragraph B with respect 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).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL › 31 §1603. Effect of revocation of dissolution

§1603. Effect of revocation of dissolution
1.  Continuation of activities.
Subject to subsection 2, upon the revocation of dissolution, the limited liability company is deemed for all purposes to have continued its activities as if dissolution had never occurred. Each right inuring to, and each debt, obligation and liability incurred by, the limited liability company after the dissolution must be determined as if the dissolution had never occurred.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Reliance on dissolution.
The rights of members and other persons arising by reason of reliance on the dissolution before those persons had notice of the revocation of dissolution are not adversely affected by the revocation of dissolution.
[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 10: FOREIGN LIMITED LIABILITY COMPANIES › 31 §1621. Governing law

§1621. Governing law
1.  Jurisdiction where formed.
The laws of the State or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability and authority of its members and agents.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Statement of foreign qualification.
A foreign limited liability company's statement of foreign qualification may not be denied by reason of any difference between the laws of the jurisdiction under which the foreign limited liability company is formed and the laws of this State.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Forbidden activities.
A foreign limited liability company, including a foreign limited liability company that has filed a statement of foreign qualification, may not engage in any activities in this State that a limited liability company is forbidden to engage in by the laws of this State.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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;   [PL 2011, c. 113, Pt. A, §16 (NEW).]
B. Has in this State the same but no greater privileges as a limited liability company of like character; and   [PL 2011, c. 113, Pt. A, §16 (NEW).]
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.   [PL 2011, c. 113, Pt. A, §16 (NEW).]
[PL 2011, c. 113, Pt. A, §16 (RPR).]
5.  Organization; formation; existence; internal affairs.
Nothing in this subchapter authorizes this State to regulate the organization, formation, existence or internal affairs of a foreign limited liability company authorized to conduct activities in this State.
[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, §16 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES › 31 §1624. Noncomplying name of foreign limited liability company

§1624. Noncomplying name of foreign limited liability company
1.  Fictitious name.
A foreign limited liability company whose name does not comply with section 1508 may not file a statement of foreign qualification until it adopts, for the purpose of conducting activities in this State, a fictitious name that complies with section 1508.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Name change.
If a foreign limited liability company to which a statement of foreign qualification has been filed changes its name to one that does not comply with section 1508, it may not thereafter conduct activities in this State until it complies with subsection 1 by filing an amended statement of foreign qualification.
[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 10: FOREIGN LIMITED LIABILITY COMPANIES › 31 §1627. Appeal from revocation

§1627. Appeal from revocation
1.  Petition to appeal revocation.
A foreign limited liability company may appeal the Secretary of State's revocation of its statement of foreign qualification to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign limited liability company may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its statement of foreign qualification and the Secretary of State's notice of revocation.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Court order.
The court may summarily order the Secretary of State to reinstate the statement of foreign qualification or may take any other action the court considers appropriate.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Appeal of court's decision.
The court's final decision may be appealed as in other civil proceedings.
[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 11: ACTIONS BY MEMBERS › 31 §1631. Direct action by member

§1631. Direct action by member
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 limited liability company agreement or this chapter or arising independently of the membership relationship.
[PL 2011, c. 113, Pt. A, §19 (AMD).]
2.  Actual or threatened injury.
A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by 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, §19 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 11: ACTIONS BY MEMBERS › 31 §1632. Derivative action

§1632. Derivative action
A member may maintain a derivative action to enforce a right of a limited liability company if:   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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
[PL 2011, c. 113, Pt. A, §20 (AMD).]
2.  Futility of demand.
A demand under subsection 1 would be futile.
[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, §20 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 11: ACTIONS BY MEMBERS › 31 §1633. Proper plaintiff

§1633. Proper plaintiff
1.  Plaintiff must be a member.
Except as otherwise provided in subsection 2, a derivative action under section 1632 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Death of plaintiff.
If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
[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 11: ACTIONS BY MEMBERS › 31 §1634. Pleading

§1634. Pleading
In a derivative action under section 1632 the complaint must state with particularity:   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Demand and response.
The date and content of the plaintiff's demand and the response to the demand by the limited liability company; or
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Futility of demand.
If a demand has not been made, the reasons a demand under section 1632, subsection 1 would be futile.
[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 11: ACTIONS BY MEMBERS › 31 §1636. Proceeds and expenses

§1636. Proceeds and expenses
1.  Proceeds.
Except as otherwise provided in subsection 2:
A. Any proceeds or other benefits of a derivative action under section 1632, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to 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.  Expenses.
If a derivative action under section 1632 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery 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 11: ACTIONS BY MEMBERS › 31 §1637. Closely held limited liability company

§1637. Closely held limited liability company
1.  Definition.
As used in this section, "closely held limited liability company" means a limited liability company that has:
A. Fewer than 35 members; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. No 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.   [PL 2011, c. 113, Pt. A, §21 (AMD).]
[PL 2011, c. 113, Pt. A, §21 (AMD).]
2.  Limitation on derivative actions.
Except to the extent ordered by the court in an action under subsection 3, paragraph A, sections 1632 to 1636 do not apply to a closely held limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Exception to limitation on derivative actions.
If justice requires:
A. A derivative action commenced by a member of a closely held limited liability company may be treated by a court as a direct action brought by the member for the member's own benefit; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Recovery in a direct or derivative action by a member of a closely held limited liability company may be paid directly to the plaintiff or to the closely held limited liability company if necessary to protect the interests of creditors or of other 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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §21 (AMD).
2023 Maine Revised Statutes › TITLE 31: PARTNERSHIPS AND ASSOCIATIONS › Chapter 21: LIMITED LIABILITY COMPANIES › Subchapter 12: MERGER AND CONVERSION › 31 §1641. Merger

§1641. Merger
1.  Merger requirements.
A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 1642 to 1644 and a plan of merger, if:
A. The governing statute of each of the other organizations authorizes the merger;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Each of the other organizations complies with its governing statute in effecting the merger.   [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.  Plan of merger.
A plan of merger must be in a record and must include:
A. The name, current jurisdiction and form of each constituent organization;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The name, jurisdiction and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration as allowed in subsection 3;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record or a statement that the organizing documents remain unchanged.   [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.  Exchange or conversion.
In connection with a merger, rights or securities of or interests in the constituent organization may be exchanged for or converted into cash, property or rights or securities of or interests in the surviving organization or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property or rights or securities of or interests in another organization or may be cancelled.
[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 12: MERGER AND CONVERSION › 31 §1642. Action on plan of merger by constituent limited liability company

§1642. Action on plan of merger by constituent limited liability company
1.  Consent by constituent members.
A plan of merger must be consented to by all the members of a constituent limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Amend plan; abandon merger.
After the plan of merger is approved, and at any time before a statement of merger is delivered to the office of the Secretary of State for filing under section 1643, a constituent limited liability company may amend the plan or abandon the merger:
A. As provided in the plan; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.   [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 12: MERGER AND CONVERSION › 31 §1645. Conversion

§1645. Conversion
1.  Conversion.
An organization other than a limited liability company, including but not limited to a foreign organization, may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, sections 1646 to 1648 and a plan of conversion, if:
A. The governing statute of the organization that is not a limited liability company authorizes the conversion;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The converting organization and the converted organization each complies with its respective governing statute in effecting the conversion.   [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.  Plan of conversion.
A plan of conversion must be in a record and must include:
A. The name, date of organization, jurisdiction and form of the converting organization before conversion;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The name, jurisdiction and form of the converted organization after conversion;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration as allowed in subsection 3; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. The organizational documents of the converted organization that are, or are proposed to be, in a record.   [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.  Exchange or conversion.
In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property or rights or securities of or interests in the converted organization or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property or rights or securities of or interests in another organization or may be cancelled.
[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 12: MERGER AND CONVERSION › 31 §1646. Action on plan of conversion by converting limited liability company

§1646. Action on plan of conversion by converting limited liability company
1.  Consent.
A plan of conversion must be consented to by all the members of a converting limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Amend or abandon.
After a conversion is approved, and at any time before the statement of conversion is delivered to the office of the Secretary of State for filing under section 1647, a converting limited liability company may amend the plan or abandon the conversion:
A. As provided in the plan; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.   [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).