Title 31, Chapter 21: LIMITED LIABILITY COMPANIES

Title 31, Chapter 21: LIMITED LIABILITY COMPANIES

Subchapter 1: GENERAL PROVISIONS

31 §1501. Short title

31 §1502. Definitions

31 §1503. Knowledge; notice

31 §1504. Nature, purpose and duration of limited liability company

31 §1505. Capacities and powers

31 §1506. Governing law

31 §1507. Rules of construction

31 §1508. Limited liability company name

31 §1509. Reservation of name

31 §1510. Assumed or fictitious name of limited liability company

31 §1511. Registered name of foreign limited liability company

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

31 §1522. Provisions of the 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

31 §1524. Limited liability company agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company

Subchapter 3: FORMATION, CERTIFICATE OF FORMATION AND OTHER FILINGS

31 §1531. Formation of limited liability company; certificate of formation

31 §1532. Amendment or restatement of certificate of formation

31 §1533. Cancellation of certificate of formation

Subchapter 4: RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

31 §1541. Power to bind limited liability company

31 §1542. Statement of authority

31 §1543. Statement of denial

31 §1544. Liability of members to 3rd parties

Subchapter 5: RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

31 §1551. Admission of a member

31 §1552. Form of contribution

31 §1553. Liability for contributions

31 §1554. Sharing of and right to distributions

31 §1555. Limitations on distribution and liability for improper distributions

31 §1556. Activities and affairs of limited liability company

31 §1557. Indemnification, advancement, reimbursement and insurance

31 §1558. Right of members and dissociated members to information

31 §1559. Duties of members and other persons

31 §1560. Nature of professional limited liability company business

Subchapter 6: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

31 §1571. Member's transferable interest

31 §1572. Transfer of transferable interest

31 §1573. Charging order

31 §1574. Power of personal representative of deceased member

Subchapter 7: MEMBER'S DISSOCIATION

31 §1581. Member's power to dissociate; wrongful dissociation

31 §1582. Events causing dissociation

31 §1583. Effect of person's dissociation as a member

Subchapter 8: DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL

31 §1591. Grounds for administrative dissolution of limited liability company

31 §1592. Procedure for and effect of administrative dissolution of limited liability company

31 §1593. Reinstatement following administrative dissolution of limited liability company

31 §1594. Appeal from denial of reinstatement of limited liability company

31 §1595. Events causing dissolution

31 §1596. Effect of dissolution

31 §1597. Right to wind up business and activities

31 §1598. Power to bind limited liability company after dissolution

31 §1599. Known claims against dissolved limited liability company

31 §1600. Other claims against dissolved limited liability company

31 §1601. Application of assets in winding up limited liability company's activities

31 §1602. Revocation of dissolution

31 §1603. Effect of revocation of dissolution

31 §1604. Revival of limited liability company after dissolution

Subchapter 9: LOW-PROFIT LIMITED LIABILITY COMPANIES

31 §1611. Low-profit limited liability company

Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES

31 §1621. Governing law

31 §1622. Statement of foreign qualification to conduct activities required

31 §1623. Actions not constituting transacting business or conducting activities

31 §1624. Noncomplying name of foreign limited liability company

31 §1625. Grounds for revocation of statement of foreign qualification

31 §1626. Procedure for and effect of revocation

31 §1627. Appeal from revocation

31 §1628. Statement of cancellation of foreign qualification

31 §1629. Effect of failure to have statement of foreign qualification

Subchapter 11: ACTIONS BY MEMBERS

31 §1631. Direct action by member

31 §1632. Derivative action

31 §1633. Proper plaintiff

31 §1634. Pleading

31 §1635. Special litigation committee

31 §1636. Proceeds and expenses

31 §1637. Closely held limited liability company

Subchapter 12: MERGER AND CONVERSION

31 §1641. Merger

31 §1642. Action on plan of merger by constituent limited liability company

31 §1643. Filings required for merger; effective date

31 §1644. Effect of merger

31 §1645. Conversion

31 §1646. Action on plan of conversion by converting limited liability company

31 §1647. Filings required for conversion; effective date

31 §1648. Effect of conversion

31 §1649. Restrictions on approval of mergers and conversions

31 §1650. Subchapter not exclusive

Subchapter 13: ADMINISTRATIVE PROVISIONS

31 §1661. Registered agent for limited liability company

31 §1662. Service of process

31 §1663. Principal office

31 §1664. Certificate of existence; certificate of qualification; certificate of fact

31 §1665. Annual report for Secretary of State

31 §1666. Amended annual report of limited liability company or foreign limited liability company

31 §1667. Failure to file annual report; incorrect report; penalties

31 §1668. Powers of the Secretary of State; rules

31 §1669. Expedited service

31 §1670. Access to database

31 §1671. Publications

31 §1672. Filing duty of Secretary of State

31 §1673. Requirements for documents filed with the Secretary of State

31 §1674. Effective time, delayed effective date

31 §1675. Correcting filed record; effective time and date

31 §1676. Signing of records to be delivered for filing to office of the Secretary of State

31 §1677. Signing and filing pursuant to judicial order

31 §1678. Liability for incorrect or inaccurate information in filed record

31 §1679. Address

31 §1680. Filing and copying fees; penalties

Subchapter 14: MISCELLANEOUS PROVISIONS

31 §1691. Relation to electronic signatures in Global and National Commerce Act

31 §1692. Savings clause

31 §1693. Application to existing relationships

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Office of the Revisor of Statutes · 7 State House Station · State House Room 108 · Augusta, Maine 04333-0007

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