Maine Revised Statutes

Title 31, Chapter 13: LIMITED LIABILITY COMPANIES

Subchapter 1: GENERAL PROVISIONS ENACTED BY PL 1993, C. 718, PT. A, §1

31 §601. Short title

31 §602. Definitions

31 §603. Limited liability company name (REPEALED)

31 §603-A. Limited liability company name

31 §604. Reservation of name (REPEALED)

31 §604-A. Reserved name

31 §605. Assumed name (REPEALED)

31 §605-A. Assumed or fictitious name of limited liability company

31 §606. Registered name and renewal for foreign limited liability company; termination (REPEALED)

31 §606-A. Registered name of foreign limited liability company

31 §607. Registered office; registered agent

31 §607-A. Registered agent of domestic limited liability company

31 §608. Suspension by Secretary of State (REPEALED)

31 §608-A. Grounds for administrative dissolution of domestic limited liability company

31 §608-B. Procedure for and effect of administrative dissolution

31 §608-C. Reinstatement following administrative dissolution

31 §608-D. Appeal from denial of reinstatement

31 §608-E. Reinstatement of suspended domestic limited liability company

31 §608-F. Revival of domestic limited liability company after dissolution

31 §609. Service of process upon domestic limited liability company (REPEALED)

31 §609-A. Service of process upon domestic limited liability company

31 §610. Service of nonresident managers or members of domestic limited liability companies

31 §611. Nature of business

31 §612. Rules

31 §613. Expedited service

31 §614. Access to database

31 §615. Publications

31 §616. Certificate of existence; certificate of authority; certificate of fact

Subchapter 2: FORMATION ENACTED BY PL 1993, C. 718, PT. A, §1

31 §621. Formation

31 §622. Articles of organization

31 §623. Amendment to articles

31 §624. Certificate of correction

31 §625. Certificate of cancellation

31 §626. Statement of limited liability company authority (REPEALED)

31 §627. Execution

31 §628. Execution, amendment or cancellation by judicial order

31 §629. Filing

31 §630. Materially inaccurate statement

31 §631. Notice

Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY ENACTED BY PL 1993, C. 718, PT. A, §1

31 §641. Agency power of members and managers

31 §642. Admissions of members and managers

31 §643. Limited liability company charged with knowledge of or notice to member or manager

31 §644. Limited liability company liable for member's or manager's actionable conduct; misapplication

31 §645. Liability to 3rd parties

31 §646. Parties to actions

31 §647. Disclosure of members (REPEALED)

Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS ENACTED BY PL 1993, C. 718, PT. A, §1

31 §651. Management; voting; classes

31 §652. Duties of managers and members

31 §653. Voting

31 §654. Indemnification of managers, members, employees and agents; insurance

31 §655. Records and information

31 §656. Remedies for breach of operating agreement by manager

31 §657. Reliance on reports and information by member or manager

Subchapter 5: FINANCE ENACTED BY PL 1993, C. 718, PT. A, §1

31 §661. Contributions to capital

31 §662. Liability for contributions

31 §663. Allocation of profits and losses

Subchapter 6: DISTRIBUTIONS AND WITHDRAWAL ENACTED BY PL 1993, C. 718, PT. A, §1

31 §671. Sharing of interim distributions

31 §672. Distributions on withdrawal

31 §673. Distribution

31 §674. Right to distribution

31 §675. Restrictions on distributions and wrongful distributions

31 §676. Liability upon wrongful distribution

Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY ENACTED BY PL 1993, C. 718, PT. A, §1

31 §681. Ownership of limited liability company property

31 §682. Rules for determining when property is owned by a limited liability company

31 §683. Transfer of property

31 §684. Nature of membership interest

31 §685. Assignment of membership interest

31 §686. Rights of judgment creditor

31 §687. Right of assignee to become a member

31 §688. Powers of estate of a deceased or incompetent member

Subchapter 8: ADMISSION AND WITHDRAWAL OF MEMBERS ENACTED BY PL 1993, C. 718, PT. A, §1

31 §691. Admission of members

31 §692. Events of withdrawal

31 §693. Power of member who has withdrawn to bind limited liability company

31 §694. Statement of withdrawal

31 §695. Rights of former member

Subchapter 9: DISSOLUTION ENACTED BY PL 1993, C. 718, PT. A, §1

31 §701. Nonjudicial dissolution

31 §702. Dissolution pursuant to court order

31 §703. Winding up

31 §704. Agency power of managers or members after dissolution

31 §705. Distribution of assets

31 §706. Known claims against dissolved limited liability company

31 §707. Unknown claims against dissolved limited liability company

Subchapter 10: FOREIGN LIMITED LIABILITY COMPANIES ENACTED BY PL 1993, C. 718, PT. A, §1

31 §711. Laws governing foreign limited liability companies

31 §712. Authority to do business required; application

31 §713. Evidence of authority to do business

31 §714. Name; registered office; registered agent

31 §715. Amendments to application

31 §716. Certificate of correction

31 §717. Cancellation of authority to do business

31 §718. Doing business without authority; right to sue and be sued; liability of members; penalties

31 §719. Doing business without authority; court injunction; revocation by Secretary of State

31 §719-A. Grounds for revocation of authority of foreign limited liability company

31 §719-B. Procedure for and effect of revocation

31 §719-C. Appeal from revocation

31 §720. Action by Attorney General

31 §721. Execution of documents; liability for false statements

31 §722. Service of process on foreign limited liability companies authorized to do business in State (REPEALED)

31 §722-A. Service of process upon foreign limited liability company authorized to do business in State

31 §723. Service of process on foreign limited liability company not authorized to do business in State

31 §724. Service of process on Secretary of State for foreign limited liability company (REPEALED)

Subchapter 11: SUITS BY AND AGAINST THE LIMITED LIABILITY COMPANY ENACTED BY PL 1993, C. 718, PT. A, §1

31 §731. Suits by and against a limited liability company

31 §732. Right to bring action

31 §733. Proper plaintiff

31 §734. Complaint

31 §735. Expenses

Subchapter 12: MERGER AND CONSOLIDATION ENACTED BY PL 1993, C. 718, PT. A, §1

31 §741. Merger or consolidation (REPEALED)

31 §741-A. Merger or consolidation

31 §742. Approval of merger or consolidation

31 §743. Plan of merger or consolidation

31 §744. Certificate of merger or consolidation

31 §745. Effects of merger or consolidation

31 §746. Conversion of limited liability company

31 §747. Approval of conversion of limited liability company or other business entity

Subchapter 13: MISCELLANEOUS ENACTED BY PL 1993, C. 718, PT. A, §1

31 §751. Fees; penalties

31 §752. Knowledge

31 §753. Rules of construction

31 §754. Jurisdiction of the Superior Court

31 §755. Interstate application

31 §756. Duty of Secretary of State

31 §757. Annual report of domestic and foreign limited liability companies

31 §757-A. Amended annual report of domestic or foreign limited liability company

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

31 §759. Effective date

31 §760. Application to existing foreign limited liability companies; definition

31 §761. Taxation of limited liability companies

31 §762. References to limited partnerships