Public Laws

124th Legislature

Second Regular Session


Parts: A B

Chapter 629

H.P. 1118 - L.D. 1580

PART A

Sec. A-1. 31 MRSA c. 13, as amended, is repealed.

Sec. A-2. 31 MRSA c. 21 is enacted to read:

CHAPTER 21

LIMITED LIABILITY COMPANIES

SUBCHAPTER 1

GENERAL PROVISIONS

1501. Short title

This chapter may be known and cited as "the Maine Limited Liability Company Act."

1502. Definitions

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings.

1. Articles of organization. "Articles of organization" means the articles described in former chapter 13, section 622.
2. Certificate of formation. "Certificate of formation" means the certificate described in section 1541, and the certificate as amended or restated.
3. Constituent limited liability company. "Constituent limited liability company" means a constituent organization that is a limited liability company.
4. Constituent organization. "Constituent organization" means an organization that is party to a merger.
5. Converted organization. "Converted organization" means the organization into which a converting organization converts pursuant to sections 1645 to 1648.
6. Converting limited liability company. "Converting limited liability company" means a converting organization that is a limited liability company.
7. Converting organization. "Converting organization" means an organization that converts into a converted organization pursuant to section 1645.
8. Debtor in bankruptcy. "Debtor in bankruptcy" means a person that is the subject of:
A. An order for relief under Title 11 of the United States Code or a successor statute of general application; or
B. A comparable order under federal, state or foreign law governing insolvency.
9. Distribution. "Distribution," except as otherwise provided in section 1555, subsection 4, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
10. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient.
11. Foreign limited liability company. "Foreign limited liability company" means an organization that is:
A. An unincorporated association or entity;
B. Organized under laws of a state other than the laws of this State, or under the laws of any foreign country;
C. Organized under a statute pursuant to which an association or an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the association or entity; and
D. Not required to be registered or organized under any statute of this State other than this chapter.
12. Foreign organization. "Foreign organization" means an organization that is formed under the laws of a jurisdiction other than this State.
13. Governing statute. "Governing statute" means the statute that governs an organization's internal affairs.
14. Limited liability company. "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter or under former chapter 13 and having one or more members and a limited liability company agreement. The fact that the limited liability company has a certificate of formation filed with the office of the Secretary of State and has one or more members is conclusive evidence that a limited liability company agreement exists.
15. Limited liability company agreement. "Limited liability company agreement" means any agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its activities. A limited liability company agreement of a limited liability company having only one member is not unenforceable by reason of there being only one person who is a party to the limited liability company agreement. A limited liability company agreement includes any amendments to the limited liability company agreement.
16. Low-profit limited liability company. "Low-profit limited liability company" means a domestic for-profit limited liability company that satisfies the requirements of section 1611 or a foreign for-profit limited liability company that satisfies the requirements of the laws of the jurisdiction where it was formed and that, in either case, does not have as a significant purpose the production of income or the appreciation of property.
17. Majority of the members. Unless otherwise provided in the limited liability company agreement, "majority of the members" means a majority of members who own more than 50% of the then current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate.
18. Member. "Member" means a person that has been admitted as a member of a limited liability company under section 1551.
19. Organization. "Organization" means, whether domestic or foreign: a partnership, whether general or limited; a limited liability company; a business trust; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a state, county or any other governmental subdivision, agency or instrumentality; or other entity.
20. Organizational documents. "Organizational documents" means:
A. For a domestic or foreign general partnership, its partnership agreement;
B. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
C. For a domestic or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute;
D. For a domestic or foreign business trust, its agreement of trust and declaration of trust, or comparable records as provided in its governing statute;
E. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute;
F. For a domestic or foreign nonprofit corporation, its articles of incorporation, bylaws and other agreements that are authorized by its governing statute, or comparable records as provided in its governing statute;
G. For a domestic or foreign professional corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; and
H. For any other organization, the basic records that create the organization, determine its internal governance and determine the relations among the persons that own it, have an interest in it or are members of it.
21. Person. "Person" means, whether domestic or foreign: an individual; a partnership, whether general or limited; a limited liability company; a trust; a business trust; an estate; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a country, state, county or any other governmental subdivision, agency or instrumentality; a custodian; a nominee; a trustee; a personal representative; a fiduciary; or any other individual or entity, or series thereof, in its own or any representative capacity.
22. Record. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form.
23. Secretary of State. "Secretary of State" means the Secretary of State for the State.
24. Sign. "Sign" means, with the present intent to authenticate or adopt a record:
A. To execute or adopt a tangible symbol; or
B. To attach to or logically associate with the record an electronic symbol, sound or process.
25. State. "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.
26. Statement of authority. "Statement of authority" means a statement described in section 1542, subsection 1.
27. Surviving organization. "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger.
28. Transfer. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.
29. Transferable interest. "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the limited liability company agreement, whether or not the person remains a member or continues to own any part of the right.
30. Transferee. "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

1503. Knowledge; notice

1. Knows. A person knows a fact when the person:
A. Has actual knowledge of it; or
B. Is deemed to know it under law other than this chapter.
2. Notice. A person has notice of a fact when the person:
A. Knows of it;
B. Receives notification of it;
C. Has reason to know the fact from all of the facts known to the person at the time in question; or
D. Is deemed to have notice of the fact under subsection 4.
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.
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, paragraphs A and B, upon filing;
B. Termination, 90 days after a certificate of cancellation under section 1533 becomes effective;
C. Merger or conversion, 90 days after a statement of merger or statement of conversion under subchapter 12 becomes effective; and
D. Revival, 90 days after a certificate of revival under section 1604 becomes effective.
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.

1504. Nature, purpose and duration of limited liability company

1. Distinct entity. A limited liability company is an entity distinct from its members.
2. Any lawful purpose. A limited liability company may have any lawful purpose, regardless of whether for profit.
3. Duration. A limited liability company has perpetual duration.

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.
2. To hold property. A limited liability company has the capacity to hold property in its own name.
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.

1506. Governing law

The law of this State governs:

1. Internal affairs. The internal affairs of a limited liability company; and
2. Liability. The liability of a member as a member for the debts, obligations or other liabilities of a limited liability company.

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.
2. Principles of law and equity. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
3. No application. Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
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.
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.

1508. Limited liability company name

1. Requirements. A limited liability company name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C." or "LC" or, in the case of a low-profit limited liability company, "L3C" or "13c." The word "limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." unless the limited liability company is filing an assumed name under section 1510 or a registration of a name of a foreign limited liability company under section 1511. If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited Liability Company, Professional Association," "Limited Liability Company, P.A." or any of the designations without commas are used, a limited liability company may also use the abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section 1510. In the case of a low-profit limited liability company, if the words "Low-profit Limited Liability Company" are used, a limited liability company may also use the abbreviation "L3C" or the designation "l3c" without filing an assumed name under section 1510.
2. Distinguishable name. Except as authorized by subsections 4 and 5, a limited liability company name must be distinguishable on the records of the office of the Secretary of State from:
A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State;
B. Assumed, fictitious, reserved and registered name filings for all entities; and
C. Marks registered under Title 10, chapter 301-A unless the registered owner or holder of the mark is the same person or entity as the limited liability company seeking to use a name that is not distinguishable on the records of the office of the Secretary of State and files proof of ownership with the Secretary of State.
3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that:
A. Consists of or comprises language that is obscene;
B. Inappropriately promotes abusive or unlawful activity;
C. Falsely suggests an association with public institutions; or
D. Violates any other provision of the law of this State with respect to names.
4. Authorization to use name. A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the office of the Secretary of State from one or more of the names described in subsection 2. The Secretary of State shall authorize use of the name applied for if:
A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the office of the Secretary of State from the name of the applicant; or
B. The applicant delivers to the office of the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
5. Use of another limited liability company's name. A limited liability company may use the name, including the assumed or fictitious name, of another domestic or foreign limited liability company that is used in this State if the other limited liability company is organized or authorized to transact business in this State and the limited liability company proposing to use the name:
A. Has merged with the other limited liability company;
B. Has been formed by reorganization of the other limited liability company; or
C. Has acquired all or substantially all of the assets, including the limited liability company name, of the other limited liability company.
6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following:
A. Words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited company," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation";
B. The presence or absence of the words or symbols of the words "and" and "the"; and
C. Differences in the use of punctuation, capitalization or special characters.
7. Change of limited liability company name by foreign limited liability company. If a foreign limited liability company that has filed a statement of foreign qualification in this State changes its name to one that does not satisfy the requirements of this section, it may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended statement of foreign qualification under section 1622, subsection 3 that is accompanied by a statement of use of a fictitious name under section 1510.
8. Exception. Notwithstanding subsection 2, a foreign limited liability company may use a name that is not distinguishable on the records of the office of the Secretary of State if the foreign limited liability company was authorized to do business in this State before January 1, 1995 and had the right to use that name as its legal name before that date.

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 nonrenewable period of 120 days.
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.

1510. Assumed or fictitious name of limited liability company

1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings.
A. "Assumed name" means a trade name or any name other than the real name of a limited liability company except a fictitious name.
B. "Fictitious name" means a name adopted by a foreign limited liability company that has filed a statement of foreign qualification in this State because its real name is unavailable pursuant to section 1508.
2. Authorized to transact business. Upon complying with this section, a domestic or foreign limited liability company that has filed a statement of foreign qualification in this State may transact its business in this State under one or more assumed or fictitious names.
3. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a limited liability company shall execute and deliver to the office of the Secretary of State for filing a statement setting forth:
A. The limited liability company name;
B. That the limited liability company intends to transact business under an assumed or fictitious name;
C. The assumed or fictitious name that the limited liability company proposes to use;
D. If the assumed name is not to be used at all of the limited liability company's places of business in this State, the locations where that name will be used; and
E. If the company is a foreign limited liability company:

(1) The jurisdiction of organization; and

(2) The date on which it was authorized to transact business in this State.

A separate statement must be executed and delivered to the office of the Secretary of State for filing with respect to each assumed or fictitious name that the limited liability company proposes to use.

4. Compliance required. An assumed or fictitious name must comply with the requirements of section 1508.
5. Enjoin use of assumed or fictitious name. If a limited liability company uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name.
6. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by such use if:
A. The assumed or fictitious name did not, at the time the statement required by subsection 3 was filed, comply with the requirements of section 1508; or
B. The assumed or fictitious name is not distinguishable on the records of the office of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices and common law copyright or similar law.

The mere filing of a statement pursuant to subsection 3 does not constitute actual use of the assumed or fictitious name set out in that statement for the purpose of determining priority of rights.

7. Terminate use of assumed or fictitious name. A limited liability company may terminate an assumed or fictitious name by executing and delivering to the office of the Secretary of State a statement setting forth:
A. The name of the limited liability company;
B. That the limited liability company no longer intends to transact business under the assumed or fictitious name; and
C. The assumed or fictitious name the limited liability company intends to terminate.

1511. Registered name of foreign limited liability company

1. Register limited liability company name. A foreign limited liability company may register its limited liability company name if the name is distinguishable on the records of the office of the Secretary of State pursuant to section 1508.
2. Application. To register its limited liability company name, a foreign limited liability company must execute and deliver to the office of the Secretary of State for filing an application that:
A. Sets forth its limited liability company name, the state or other jurisdiction of its organization, the date of its organization in its jurisdiction of organization, the address of its principal office wherever located and a brief description of the nature of the business in which it is engaged; and
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of limited liability company records in the state or other jurisdiction under whose law the foreign limited liability company is organized. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.
3. Applicant's exclusive use. A limited liability company name is registered for a foreign limited liability company's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed.
4. Renewal of registered name. A foreign limited liability company whose registration under this section is effective may renew it for a successive year by delivering for filing to the office of the Secretary of State between October 1st and December 31st a renewal application that complies with the requirements of subsection 2. The renewal application, when filed, renews the registration for the following calendar year.
5. Qualify as foreign limited liability company. A foreign limited liability company whose registration under this section is effective may, after the registration is effective, file a statement of foreign qualification as a foreign limited liability company under the registered name or may consent in writing to the use of that name by a limited liability company organized under this chapter or by another foreign limited liability company authorized to transact business in this State. The registration terminates when the domestic limited liability company is organized or the foreign limited liability company files a statement of foreign qualification or consents to the qualification of another foreign limited liability company under the registered name.

SUBCHAPTER 2

LIMITED LIABILITY COMPANY AGREEMENT; PROVISIONS OF CHAPTER THAT MAY NOT BE MODIFIED BY THE LIMITED LIABILITY COMPANY AGREEMENT

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.
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.
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.
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.
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.

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;
B. Vary a limited liability company's capacity under section 1505 to sue and be sued in its own name;
C. Vary the law applicable under section 1506;
D. Except as otherwise provided in section 1523, subsection 2, restrict the rights under this chapter of a person other than a member or transferee;
E. Vary the power of the court under section 1677;
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;
G. Waive the requirement of section 1553, subsection 1 that a contribution obligation be in writing; or
H. Vary the requirement to wind up the limited liability company's business as specified in section 1597.
2. Good faith and fair dealing. Notwithstanding any contrary provision of law, there exists an implied contractual covenant of good faith and fair dealing in every limited liability company agreement, which may not be eliminated by the terms of the limited liability company agreement.

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.
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.
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.

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.
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.
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.

SUBCHAPTER 3

FORMATION, CERTIFICATE OF FORMATION AND OTHER FILINGS

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;

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
C. The limited liability company must have one or more members.
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.
3. Notice. The fact that a certificate of formation is on file in the office of the Secretary of State is notice of the matters required to be included by subsection 1, paragraphs A and B and matters that may be included pursuant to section 1611, subsection 2, but is not notice of any other fact.

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.
2. Restatement with or without amendment. A certificate of formation may be restated with or without amendment at any time.
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;
B. The date of filing of the limited liability company's certificate of formation; and
C. The changes the amendment makes to the certificate of formation as most recently amended or restated.
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.
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.

1533. Cancellation of certificate of formation

1. Cancellation. A certificate of formation is cancelled upon each of the following:
A. The dissolution and the completion of winding up and liquidation of the activities and affairs of a limited liability company;
B. As provided in section 1593, subsection 4;
C. Upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation; or
D. Upon the filing of a certificate of conversion to a foreign organization or upon the future effective date or time of a certificate of conversion to a foreign organization.
2. Certificate of cancellation. A certificate of cancellation must be delivered for filing in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and must set forth:
A. The name of the limited liability company;
B. The date of filing of the limited liability company's certificate of formation;
C. A statement that the limited liability company is dissolved and the date of dissolution, if known;
D. The future effective date or time, which must be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate of cancellation; and
E. Any other information the person filing the certificate of cancellation determines necessary.
3. Certificate of good standing. The Secretary of State may not issue a certificate of good standing with respect to a limited liability company if its certificate of formation is cancelled.
4. Application of section 1544. The filing of a certificate of cancellation by the Secretary of State does not abate, suspend or otherwise alter the application of section 1544.

SUBCHAPTER 4

RELATIONS OF MEMBERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

1541. Power to bind limited liability company

A person may not bind a limited liability company except:

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;
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;
3. Pursuant to statement of authority. To the extent provided in section 1542;
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
5. As provided by law. To the extent otherwise provided by law.

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;
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
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.
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;
B. The date the statement of authority was filed; and
C. The contents of the amendment or a declaration that the statement of authority being affected is cancelled.
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.
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.
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.

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:

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;
2. Denial of authority. Denies the person's authority; and
3. Notice to limited liability company. States that the person has furnished the limited liability company with a copy of the statement of denial.

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.

SUBCHAPTER 5

RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

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
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.
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;
B. As the result of a transaction effective under subchapter 10;
C. With the consent of all the members; or
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.

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.

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.

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.
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.
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.

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.
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.
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.
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.

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.
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.
3. Action barred after 2 years. An action under this section is barred if not commenced within 2 years after the distribution.
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.
5. Distribution made in accordance with section 1601. This section does not apply to distributions made in accordance with section 1601.

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.
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.
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;
B. Amend the limited liability company agreement;
C. Undertake any other act outside the ordinary course of the limited liability company's activities; or
D. Undertake, authorize or approve any other act or matter for which this chapter requires the consent of all members.
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.
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.
6. No entitlement to remuneration. This chapter does not entitle a member to remuneration for services performed for a limited liability company.

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.

1558. Right of members and dissociated members to information

1. Member; inspect and copy record. On 10 days' notice made in a record received by a limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the limited liability company agreement or this chapter.
2. Dissociated member; inspect and copy. On 30 days' notice made in a record received by a limited liability company, a dissociated member may inspect and copy, during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information pertains to the period during which the person was a member, the information was material to the person's rights and duties under the limited liability company agreement or this chapter when the person was a member and the person seeks the information in good faith.
3. Reasonable costs. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
4. Agent or representative. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the limited liability company agreement or under subsection 6 applies both to the agent or legal representative and the member or dissociated member.
5. Transferee. The rights under this section do not extend to a transferee.
6. Additional restrictions. In addition to any restriction or condition stated in its limited liability company agreement, a limited liability company, as a matter within the ordinary course of its activities, may:
A. Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and
B. Keep confidential from the members and any other persons, for a period of time the limited liability company considers reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its activities or that the limited liability company is required by law or by agreement with a 3rd party to keep confidential.

1559. Duties of members and other persons

Except as may be set forth in the limited liability company agreement in accordance with sections 1521 and 1522, the following provisions apply.

1. Good faith; diligence; care; skill. Persons shall discharge their duties under this chapter in good faith with a view to the interests of the limited liability company and of the members and with the degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. For purposes of this section, the interests of each low-profit limited liability company and its members include furthering the purposes set forth in its certificate of formation consistent with statements required to be made in its certificate of formation pursuant to section 1611, subsection 2.
2. Personal liability. A member or other person may not be held personally liable for monetary damages for failure to discharge any duty unless the member or other person is found not to have acted honestly or in the reasonable belief that the action was in or not opposed to the best interests of the limited liability company or its members.
3. Fiduciary duty. Subject to the terms of section 1521, subsection 3, paragraph A, a member not involved in the management of a limited liability company does not have a fiduciary duty to the limited liability company, or to any other member, or to another person that is a party to or is otherwise bound by a limited liability company agreement, solely by reason of being a member. A member may not be considered to be involved in the management of a limited liability company as a result of the following:
A. Having the right to vote or elect those persons that will manage the business of a limited liability company; or
B. Having the power to vote on, approve or veto certain material transactions or actions involving the limited liability company, including the sale, merger, conversion or dissolution of a limited liability company, the amendment of the limited liability company agreement or its certificate of formation, the issuance of additional interests or admission of new members, the incurrence of indebtedness or granting of liens, the acquisition of another business or any portion of another business, however effected, the timing and amount of distributions or the undertaking of any other action outside the ordinary course of the limited liability company's activities. The actions and transactions described in this paragraph are not intended to be exclusive and no inference may be made from the absence of a particular action or transaction from the list of actions and transactions in this paragraph.

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.

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.
2. Application. All references to:
A. Shareholders are deemed to be references to members and transferees;
B. Corporations or corporations organized or incorporated under the Maine Professional Service Corporation Act are deemed to be references to professional limited liability companies;
C. Stock are deemed to be references to transferable interests; and
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.

SUBCHAPTER 6

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

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.

1572. Transfer of transferable interest

1. Transferable interest. A transfer, in whole or in part, of a transferable interest:
A. Is permissible;
B. Does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and
C. Subject to section 1574, does not entitle the transferee to:

(1) Participate in the management or conduct of the limited liability company's activities; or

(2) Have access to records or other information concerning the limited liability company's activities.

2. Distributions. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
3. Evidence. A transferable interest may be evidenced by a certificate of transferable interest issued by a limited liability company. A limited liability company agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. A limited liability company does not have the power to issue a certificate of transferable interest in bearer form.
4. Written notice of transfer required. A limited liability company need not give effect to a transferee's rights under this section until the limited liability company has written notice of the transfer.
5. Rights and duties of member after transfer. Except as otherwise provided in section 1582, subsection 4, paragraph B and section 1582, subsection 11, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.
6. Transferee an admitted member. When a member transfers a transferable interest to a person that is admitted as a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 1553 and section 1555, subsection 2 known to the transferee when the transferee voluntarily accepts admission as a member.
7. Account of transactions. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution.

1573. Charging order

1. Transferable interest of judgment debtor. On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order and its terms, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of such transferable interest.
2. Payment to clerk of court. A limited liability company, after being served with the charging order and its terms, is entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court issuing the charging order, and the payment or deposit has the effect of discharging the limited liability company and the judgment debtor from liability for the amount so paid and any interest that might accrue thereon. Upon receipt of the payment, the clerk of the court shall notify the judgment creditor of the receipt of the payment. The judgment creditor shall, after the payment or deposit into the court, petition the court for payment of so much of the amount paid or deposited as is held by the court as may be necessary to pay the judgment creditor's judgment. To the extent the court has excess amounts paid or deposited on hand after the payment to the judgment creditor, the excess amounts paid or deposited must be distributed to the judgment debtor and the charging order must be extinguished. The court may in its discretion order the clerk to deposit, pending the judgment creditor's petition, any money paid or deposited with the clerk in an interest-bearing account at a bank authorized to receive deposits of public funds.
3. Lien. A charging order constitutes a lien on the judgment debtor's transferable interest. The charging order lien may not be foreclosed upon under this chapter or any other law.
4. Judgment debtor. Subject to subsection 3:
A. A judgment debtor that is a member retains the rights of a member and remains subject to all duties and obligations of a member; and
B. A judgment debtor that is a transferee retains the rights of a transferee and remains subject to all duties and obligations of a transferee.
5. Exemptions apply. This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.
6. No right to property. Subject to the laws against fraudulent conveyances, a judgment creditor of a judgment debtor who is a member or transferee has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a limited liability company.
7. Exclusive remedy. This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest, and the judgment creditor may not foreclose upon the charging order or the judgment debtor's transferable interest. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made are not available under this chapter to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest and may not be ordered by a court.

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.

SUBCHAPTER 7

MEMBER'S DISSOCIATION

1581. Member's power to dissociate; wrongful dissociation

1. Power to dissociate. A person has the power to dissociate as a member.
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
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.

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.

1582. Events causing dissociation

A person is dissociated as a member from a limited liability company when:

1. Notice. The limited liability company has notice from the person of the person's express will to dissociate as a member, except if the person specifies in the notice a dissociation date later than the date the limited liability company had notice the person is dissociated as a member, on that later date;
2. Event. An event stated in the limited liability company agreement as causing the person's dissociation occurs;
3. Expulsion pursuant to agreement. The person is expelled as a member pursuant to the limited liability company agreement;
4. Expulsion upon unanimous consent. The person is expelled as a member by the unanimous consent of the other members. A person is expelled under this subsection if:
A. It is unlawful to carry on the limited liability company's activities with the person as a member;
B. There has been a transfer of all of the person's transferable interest in the limited liability company other than a transfer for security purposes;
C. The person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, its charter has been revoked or its right to conduct activities has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct activities has not been reinstated; or
D. The person is an organization that has been dissolved and whose activities are being wound up;
5. Expulsion by judicial order. On application by the limited liability company, the person is expelled as a member by judicial order because the person:
A. Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited liability company's activities;
B. Has willfully and persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person's duty or obligation under this chapter or other applicable law; or
C. Has engaged, or is engaging, in conduct relating to the limited liability company's activities that makes it not reasonably practicable to carry on the activities with the person as a member;
6. Death; appointment of guardian or conservator; determination. In the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the limited liability company agreement;
7. Bankruptcy; assignment; appointment of trustee, receiver or liquidator. The person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors or seeks, consents or acquiesces to the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property. This subsection does not apply to a person who is the sole remaining member of a limited liability company;
8. Successor trustee. In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee;
9. Estate; personal representative of estate. In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative;
10. Termination of legal existence. In the case of a member that is not an individual, the legal existence of the person otherwise terminates; or
11. Transfer of remaining interest. A person who is a member transfers the person's entire remaining transferable interest but not until the later of:
A. The transferee's becoming a member; and
B. The time the transfer is completed.

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.
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.
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.

SUBCHAPTER 8

DISSOLUTION, WINDING UP, REINSTATEMENT AND REVIVAL

1591. Grounds for administrative dissolution of domestic limited liability company

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1592 to administratively dissolve a domestic limited liability company if:

1. Nonpayment of fees or penalties. The domestic limited liability company does not pay when due any fees or penalties imposed by this chapter or other law;
2. Failure to file annual report. The domestic limited liability company does not deliver its annual report to the Secretary of State as required by section 1665;
3. Failure to pay late filing penalty. The domestic limited liability company does not pay the annual report late filing penalty as required by section 1667;
4. Failure to maintain registered agent. The domestic limited liability company is without a registered agent in this State as required by section 1661 and Title 5, section 105, subsection 1;
5. Failure to notify of change of registered agent or address. The domestic limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111; or
6. Filing of false information. A member, manager or agent of the domestic limited liability company signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the office of the Secretary of State for filing.

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

1. Notice of determination to administratively dissolve domestic limited liability company. If the Secretary of State determines that one or more grounds exist under section 1591 for dissolving a domestic limited liability company, the Secretary of State shall serve the limited liability company with written notice of that determination as required by subsection 8.
2. Administrative dissolution. The domestic limited liability company is administratively dissolved if, within 60 days after the notice under subsection 1 is issued and is perfected under subsection 8, the Secretary of State determines that the limited liability company has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the limited liability company as required by subsection 8 that recites the ground or grounds for dissolution and the effective date of dissolution.
3. Effect of administrative dissolution; prohibition. A domestic limited liability company administratively dissolved continues its existence but may not transact any business in this State except as necessary to wind up the affairs of the limited liability company.
4. Validity of contracts; right to be sued; right to defend suit. The administrative dissolution of a domestic limited liability company under this section does not impair:
A. The validity of any contract or act of the domestic limited liability company;
B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
C. The right of the domestic limited liability company to defend any action, suit or proceeding in any court of this State.
5. Authority of registered agent. The administrative dissolution of a domestic limited liability company does not terminate the authority of its registered agent.
6. Protecting domestic limited liability company name after administrative dissolution. The name of a domestic limited liability company remains in the office of the Secretary of State's record of limited liability company names and is protected for a period of 3 years following administrative dissolution.
7. Notice to Superintendent of Financial Institutions in case of financial institution or credit union. In the case of a financial institution authorized to do business in this State or a credit union authorized to do business in this State, as defined in Title 9B, section 131, the Secretary of State shall notify the Superintendent of Financial Institutions within a reasonable time prior to administratively dissolving the financial institution or credit union under this section.
8. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail or other medium as defined by rule by the Secretary of State and the service upon the domestic limited liability company is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed or delivered by a medium authorized by the Secretary of State to the registered agent of the limited liability company.

1593. Reinstatement following administrative dissolution of domestic limited liability company

1. Application for reinstatement. A domestic limited liability company administratively dissolved under section 1592 may apply to the Secretary of State for reinstatement within 6 years after the effective date of administrative dissolution. The application must:
A. State the name of the domestic limited liability company and the effective date of its administrative dissolution;
B. State that the ground or grounds for dissolution of the domestic limited liability company either did not exist or have been eliminated; and
C. State that the domestic limited liability company's name satisfies the requirements of section 1508.
2. Reinstatement after administrative dissolution. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 1680, subsection 17 and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 1592, subsection 8 to deliver the notice to the domestic limited liability company.
3. Effect of reinstatement. When the reinstatement is effective under subsection 2, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the domestic limited liability company resumes business as if the administrative dissolution had not occurred.
4. Cancellation of certificate of formation. In the event a domestic limited liability company that is administratively dissolved under section 1592 fails to be reinstated in accordance with the terms of this section within 6 years after the effective date of administrative dissolution, the certificate of formation of the limited liability company must be cancelled, effective on the 6th anniversary of the effective date of administrative dissolution.

1594. Appeal from denial of reinstatement of domestic limited liability company

1. Denial of reinstatement. If the Secretary of State denies a domestic limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the domestic limited liability company under section 1592, subsection 8 with a written notice that explains the reason or reasons for denial.
2. Appeal. A domestic limited liability company may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the limited liability company's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the limited liability company's application for reinstatement and the Secretary of State's notice of denial.
3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited liability company or may take other action the court considers appropriate.
4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings.

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;
B. The consent of all the members;
C. The passage of 90 consecutive days during which the limited liability company has no members;
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;
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
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.
2. Other remedy. In a proceeding brought under subsection 1, paragraph E, the court may order a remedy other than 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;
B. Disposing of the dissolved limited liability company's properties that will not be distributed in kind to persons owning transferable interests;
C. Discharging or making provisions for discharging the dissolved limited liability company's liabilities;
D. Distributing the dissolved limited liability company's remaining property in accordance with section 1601; and
E. Doing every other act necessary to wind up and liquidate the dissolved limited liability company's business and affairs.
2. No change upon dissolution. The dissolution of a limited liability company does not:
A. Transfer title to the limited liability company's property;
B. Prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;
C. Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; or
D. Terminate the authority of the limited liability company's registered agent.

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.
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;
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

C. In connection with a proceeding under section 1595, subsection 1, paragraph E or F.

1598. Power to bind limited liability company after dissolution

After dissolution, a limited liability company is bound by:

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
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.

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.
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;
B. Provide a mailing address to which the claim is to be sent;
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
D. State that, if not sooner barred, the claim will be barred pursuant to subsection 3 if not received by the deadline.
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
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.
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.
5. No extension of statute of limitations. Nothing in this section may be deemed to extend any otherwise applicable statute of limitations.

1600. Other claims against dissolved limited liability company

1. Newspaper notice. In addition to the written notice under section 1599, subsection 2, a dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice.
2. Notice. The notice authorized by subsection 1 must:
A. Be published at least one time in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if it has none in this State, in Kennebec County;
B. Describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
C. State that, if not sooner barred, a claim against the dissolved limited liability company will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.
3. Three-year statute of limitations. If a dissolved limited liability company publishes a newspaper notice in accordance with subsection 2, unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within 3 years after the publication date of the newspaper notice:
A. A claimant who was not given written notice under section 1599, subsection 2;
B. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; and
C. A claimant whose claim is contingent at the effective date of the dissolution of the limited liability company or is based on an event occurring after the effective date of the dissolution of the limited liability company.
4. Enforcement of claim. A claim that is not barred under this section, any other statute limiting actions or section 1599 may be enforced:
A. Against a dissolved limited liability company, to the extent of its undistributed assets; and
B. Except as provided in subsection 8, if the assets of a dissolved limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less. A person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution of the limited liability company.
5. Determination of amount and form of security. A dissolved limited liability company that published a notice under this section may file an application with the Superior Court of the county where the dissolved limited liability company's principal office is located or, if it has none in this State, in Kennebec County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of the dissolution of the limited liability company but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of the dissolution of the limited liability company. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection 3.
6. Notice to potential claimants. Within 10 days after the filing of the application under subsection 5, notice of the proceeding must be given by the dissolved limited liability company to each potential claimant as described in subsection 5.
7. Guardian ad litem. The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
8. Satisfaction of obligation; claims not enforceable. Provision by the dissolved limited liability company for security in the amount and the form ordered by the Superior Court under subsection 5 satisfies the dissolved limited liability company's obligation with respect to claims that are contingent, have not been made known to the dissolved limited liability company or are based on an event occurring after the effective date of the dissolution of the limited liability company, and such claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited liability company after the effective date of the dissolution of the limited liability company.
9. No extension of statutes of limitations. Nothing in this section may be considered to extend any otherwise applicable statute of limitations.

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.

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.
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
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.
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.

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

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.
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.

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.
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.

1604. Revival of domestic limited liability company after dissolution

1. Determination of need to revive company. If the Secretary of State finds that a domestic limited liability company has dissolved in any manner under this chapter, that the certificate of formation for that domestic limited liability company has been cancelled pursuant to section 1533 and that the domestic limited liability company should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party accompanied by the payment of the fee required by section 1680 file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the domestic limited liability company.
2. Certificate of revival. The certificate of revival must include:
A. The name of the limited liability company prior to revival;
B. The name of the limited liability company following revival, which limited liability company name must comply with section 1508;
C. The date of formation of the limited liability company;
D. The date of dissolution of the limited liability company, if known, together with the date the certificate of cancellation was filed by the Secretary of State;
E. The name and address of the registered agent of the limited liability company prior to revival. If the registered agent has resigned or no longer can be located by the limited liability company, the limited liability company shall deliver for filing a form appointing a registered agent as required by Title 5, chapter 6A, which form must accompany the certificate under this section;
F. The name and address of the party or parties requesting the revival;
G. The purpose or purposes for which revival is requested; and
H. The time period needed to complete the purpose or purposes specified under paragraph G.
3. Notice of revival. The Secretary of State shall issue a notice to the domestic limited liability company to the address provided in subsection 2, paragraph F stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this section.
4. Amendment to certificate of formation. Once the revival has been granted in accordance with subsection 3, the certificate of revival is deemed to be an amendment to the certificate of formation of the limited liability company, and the limited liability company may not be required to take any further action to amend its certificate of formation under this chapter with respect to the matters set forth in the certificate of revival.
5. Termination of revival. When the time period specified in subsection 2, paragraph H has expired, the Secretary of State shall issue a notice to the domestic limited liability company at the address provided in subsection 2, paragraph F that the status of the limited liability company has returned to the status prior to filing the certificate of revival under this section.

SUBCHAPTER 9

LOW-PROFIT LIMITED LIABILITY COMPANIES

1611. Low-profit limited liability company

1. Purpose. A low-profit limited liability company must at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, as it may be amended, revised or succeeded, and will not qualify as a low-profit limited liability company but for the relationship to the accomplishment of those charitable or educational purposes.
2. Qualifications of low-profit limited liability company to be set forth in certificate of formation. In order to qualify as a low-profit limited liability company pursuant to this section, the limited liability company's certificate of formation must state that:
A. The company intends to qualify as a low-profit limited liability company;
B. The company must at all times significantly further the accomplishment of one or more of the charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, as it may be amended, revised or succeeded, and must list the specific charitable or educational purposes the company will further;
C. No significant purpose of the company is the production of income or the appreciation of property. The fact that a person produces significant income or capital appreciation is not, in the absence of other factors, conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and
D. No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code of 1986, or its successor.

The limited liability company agreement of a low-profit limited liability company must include each statement made in the limited liability company's certification of formation required by this subsection. The fact that the low-profit limited liability company has a certificate of formation filed with the office of the Secretary of State meeting the requirements of this subsection is conclusive evidence that statements set forth in the certificate of formation are included in the low-profit limited liability company's limited liability company agreement.

3. Change of status. A company that no longer satisfies the requirements of this section continues to exist as a limited liability company and shall promptly amend its certificate of formation so that its name and purpose no longer identify it as a low-profit limited liability company, L3C or 13C.
4. Duties of members and other persons. Notwithstanding section 1521, subsection 3, any company formed as a low-profit limited liability company under this chapter is bound by section 1559 and no member or person may, through the limited liability company agreement or otherwise, restrict or eliminate the duties, including fiduciary duties, set forth in section 1559.
5. No limitation. Nothing in this section prevents a limited liability company that is not organized under this section from electing a charitable or educational purpose in whole or in part for doing business under this chapter.

SUBCHAPTER 10

FOREIGN LIMITED LIABILITY COMPANIES

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.
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.
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.
4. Rights; privileges; duties; restrictions; penalties; liabilities. A foreign limited liability company that has filed a statement of foreign qualification has in this State the same but no greater rights of, has in this State the same but no greater privileges as and, 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.
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.

1622. Statement of foreign qualification to conduct activities required

1. Conduct of activities. A foreign limited liability company may not conduct activities in this State except in compliance with this subchapter and not until its statement of foreign qualification is filed in the records of the Secretary of State.
2. Contents. A statement of foreign qualification must include:
A. The name of the foreign limited liability company and, if the name does not comply with section 1508, the fictitious name adopted pursuant to section 1624, subsection 1;
B. The name of the state or other jurisdiction under whose law the foreign limited liability company is formed and the date the foreign limited liability company was formed;
C. The street and mailing address of the foreign limited liability company's principal office;
D. The information required by Title 5, section 105, subsection 1;
E. A statement that the foreign limited liability company is a foreign limited liability company as defined in section 1502, subsection 11;
F. The nature of the business or purposes to be conducted or promoted in this State;
G. The name and business, residence and mailing address of each of its managers, if any;
H. A certificate of existence or such other document that the Secretary of State determines to be suitable for purposes of proving the valid existence of the foreign limited liability company under the law of the State or other jurisdiction referenced in paragraph B, as long as the certificate or other document was issued not more than 90 days before the delivery of the statement to the office of the Secretary of State;
I. The date the foreign limited liability company commenced or expects to commence conducting activities in this State; and
J. If the foreign limited liability company is governed by an agreement that establishes or provides for the establishment of designated series having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations, a statement to that effect. In addition, the statement must declare whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof, and whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited liability company generally or any other series thereof are enforceable against the assets of such series.
3. Statement of change. Upon any change in circumstances that makes any statement contained in its filed statement of foreign qualification no longer true, a foreign limited liability company authorized to conduct activities in this State shall promptly deliver to the office of the Secretary of State, for filing, an appropriate statement of change so that its statement of foreign qualification is in all respects true.
4. Period to conduct activities. A foreign limited liability company is authorized to conduct activities in this State from the effective date of its statement of foreign qualification until the earlier of the effective date of its statement of foreign qualification cancellation and the effective date of the Secretary of State's revocation of the statement of foreign qualification in accordance with section 1625.

1623. Actions not constituting transacting business or conducting activities

1. Actions. A foreign limited liability company may not be considered to be conducting activities in this State within the meaning of this subchapter by reason of carrying on in this State any one or more of the following actions:
A. Maintaining, defending or settling in its own behalf any proceeding or dispute;
B. Holding meetings or carrying on any other activities concerning its internal affairs;
C. Maintaining accounts in financial institutions;
D. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
E. Selling through independent contractors;
F. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
G. Creating, as borrower or lender, or acquiring indebtedness, mortgages or security interests in real or personal property;
H. Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing such debts and holding, protecting and maintaining property so acquired;
I. Owning, without more, real or personal property;
J. Conducting an isolated transaction that is completed within 30 days and that is not one in the course of similar or repeated transactions of a like nature; or
K. Conducting activities in interstate commerce.
2. Status. A foreign limited liability company may not be considered to be conducting activities in this State solely because it:
A. Owns a controlling interest in an organization that is conducting activities in this State;
B. Is a limited partner of a limited partnership or foreign limited partnership that is conducting activities in this State; or
C. Is a member of a limited liability company or foreign limited liability company that is conducting activities in this State.
3. Service of process; taxation; regulation. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under laws of this State other than this chapter.
4. Jurisdiction; process, notice or demand. Nothing in this section limits or affects the right to subject a foreign limited liability company that does not, or is not required to, have authority to conduct activities in this State to the jurisdiction of the courts of this State or to serve upon any foreign limited liability company any process, notice or demand required or permitted by law to be served upon a foreign limited liability company pursuant to any other provision of law or pursuant to the applicable rules of civil procedure.

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.
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.

1625. Grounds for revocation of statement of foreign qualification

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1626 to revoke a statement of foreign qualification if:

1. Nonpayment of fees or penalties. The foreign limited liability company does not pay when due any fees or penalties imposed by this chapter or other law;
2. Failure to file annual report. The foreign limited liability company does not deliver its annual report to the Secretary of State as required by section 1665;
3. Failure to pay late filing penalty. The foreign limited liability company does not pay the annual report late filing penalty as required by section 1680;
4. Failure to maintain registered agent. The foreign limited liability company is without a registered agent in this State as required by Title 5, section 105, subsection 1;
5. Failure to notify of change of registered agent or address. The foreign limited liability company does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111;
6. Filing of false information. A member, manager or agent of the foreign 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 Secretary of State for filing;
7. Amended application. The foreign limited liability company fails to file with the Secretary of State an amended application for authority required by section 1622, subsection 3; or
8. Authenticated certificate of cancellation or merger. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or other jurisdiction under whose law the foreign limited liability company is formed stating that the foreign limited liability company has been cancelled or has disappeared as the result of a merger.

1626. Procedure for and effect of revocation

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1625 for the revocation of a statement of foreign qualification, the Secretary of State shall serve the foreign limited liability company with a written notice of the Secretary of State's determination as required by subsection 7.
2. Revocation. The statement of foreign qualification is revoked if within 60 days after the notice under subsection 1 was issued the Secretary of State determines that the foreign limited liability company has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the foreign limited liability company as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation.
3. Authority to transact business ceases. The authority of a foreign limited liability company to transact business in this State ceases on the date of revocation of its authority.
4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a statement of foreign qualification appoints the Secretary of State as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited liability company was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign limited liability company at its principal office shown in its most recent annual report or in any subsequent communication received from the foreign limited liability company stating the current mailing address of its principal office or, if no other address is on file, in its statement of foreign qualification.
5. Registered agent; not terminated. Revocation of a statement of foreign qualification in this State does not terminate the authority of the registered agent of the foreign limited liability company.
6. Authorization after revocation. A foreign limited liability company whose statement of foreign qualification in this State has been revoked under this section and that wishes to transact business again in this State must be authorized as provided in this chapter.
7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign limited liability company is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, on file for the foreign limited liability company.

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.
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.
3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings.

1628. Statement of cancellation of foreign qualification

1. Statement of cancellation. A foreign limited liability company that has filed a statement of foreign qualification with the Secretary of State may cancel its statement of foreign qualification by filing a statement of cancellation of foreign qualification with the Secretary of State.
2. Contents. A statement of cancellation of foreign qualification must set forth:
A. The name of the foreign limited liability company, any fictitious name adopted for use in this State, the name of the jurisdiction under whose law the foreign limited liability company is organized and the date of organization in the foreign limited liability company's jurisdiction of organization;
B. The street and mailing address of the foreign limited liability company's principal office;
C. The information required by Title 5, section 105, subsection 1 or, if a registered agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a registered agent, and the mailing address to which service of process may be mailed pursuant to section 1662;
D. That the foreign limited liability company will no longer conduct business in this State and that it relinquishes its authority to conduct business in this State;
E. That the foreign limited liability company is cancelling its statement of foreign qualification; and
F. That any statement of adopting for use any assumed name with respect to the foreign limited liability company is withdrawn upon the effective date of the statement of cancellation of foreign qualification.
3. Cancellation effective. The statement of cancellation of foreign qualification is effective upon filing by the Secretary of State, whereupon the statement of foreign qualification is cancelled and the foreign limited liability company is without authority to conduct activities in this State.
4. Relieved of annual report or filing fee. If a foreign limited liability company causes a statement of cancellation of foreign qualification to be delivered to the Secretary of State for filing before the date on which an annual report is due under section 1665, the foreign limited liability company is relieved of its obligation to file its annual report or pay the filing fee.

1629. Effect of failure to have statement of foreign qualification

1. Conducting activities; maintaining proceeding. A foreign limited liability company conducting activities in this State, or anyone on its behalf, may not maintain a proceeding in any court in this State for the collection of its debts unless an effective statement of foreign qualification for the foreign limited liability company is in the records of the office of the Secretary of State.
2. Stay proceeding. A court may stay a proceeding commenced by a foreign limited liability company until it determines whether the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State. If the court determines that the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State, the court may further stay the proceeding until there is an effective statement of foreign qualification on file with the office of the Secretary of State with respect to the foreign limited liability company. If a court determines that a foreign limited liability company is required to have a statement of foreign qualification on file with the office of the Secretary of State, and the foreign limited liability company subsequently delivers for filing to the office of the Secretary of State a statement of foreign qualification, a proceeding in any court in this State to which the foreign limited liability company is a party may not, after the effective date of the statement of foreign qualification, be dismissed by reason of the foreign limited liability company's prior noncompliance with section 1622.
3. Civil penalty. A foreign limited liability company is liable for a civil penalty of $500 for each year, or portion thereof, it transacts business in this State without first complying with the requirements of section 1622.
4. Recovery of civil penalty. The civil penalty set forth in subsection 3 may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has conducted activities in this State in violation of this subchapter, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conducting of activities by the foreign limited liability company and its agents and the further exercise of any rights and privileges of a foreign limited liability company in this State until all amounts plus any interest and court costs that the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter.
5. Validity of acts; defending proceeding. Notwithstanding subsections 1 and 2, the conducting of activities in this State by a foreign limited liability company without having a statement of foreign qualification on file in the records of the office of the Secretary of State does not impair the validity of the acts of the foreign limited liability company or prevent the foreign limited liability company from defending any proceeding in this State.
6. Debts; obligations; liabilities. A member or agent of a foreign limited liability company is not liable for the debts, obligations or other liabilities of the foreign limited liability company solely because the foreign limited liability company conducted activities in this State without a statement of foreign qualification being on file with the office of the Secretary of State.

SUBCHAPTER 11

ACTIONS BY MEMBERS

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 operating agreement or this chapter or arising independently of the membership relationship.
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.

1632. Derivative action

A member may maintain a derivative action to enforce a right of a limited liability company if:

1. Demand. The member first makes a demand on the limited liability company to take suitable action, and the limited liability company does take suitable action within a reasonable time; or
2. Futility of demand. A demand under subsection 1 would be futile.

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.
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.

1634. Pleading

In a derivative action under section 1632 the complaint must state with particularity:

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
2. Futility of demand. If a demand has not been made, the reasons a demand under section 1632, subsection 1 would be futile.

1635. Special litigation committee

1. Stay of court proceeding upon appointment of special litigation committee. If a limited liability company is named as or made a party in a derivative proceeding, the limited liability company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited liability company. If the limited liability company appoints a special litigation committee, on motion by the special litigation committee made in the name of the limited liability company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the special litigation committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under section 1558 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
2. Composition of special litigation committee. A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.
3. Appointment of special litigation committee. A special litigation committee may be appointed:
A. By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and
B. If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants.
4. Determination by special litigation committee. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
A. Continue under the control of the plaintiff;
B. Continue under the control of the special litigation committee;
C. Be settled on terms approved by the special litigation committee; or
D. Be dismissed.
5. Filing of determination with court. After making a determination under subsection 4, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the special litigation committee were disinterested and independent and whether the special litigation committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the special litigation committee having the burden of proof. If the court finds that the members of the special litigation committee were disinterested and independent and that the special litigation committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the special litigation committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection 1 and allow the action to proceed under the direction of the plaintiff.

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
B. If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the limited liability company.
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.

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
B. No membership 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.
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.
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
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.

SUBCHAPTER 12

MERGER AND CONVERSION

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;
B. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
C. Each of the other organizations complies with its governing statute in effecting the merger.
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;
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;
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;
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
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.
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.

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.
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
B. Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.

1643. Filings required for merger; effective date

1. Signature on statement of merger. After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of:
A. Each constituent limited liability company, as provided in section 1676, subsection 1; and
B. Each other constituent organization, as provided in its governing statute.
2. Contents. A statement of merger under this section must include:
A. The name and form of each constituent organization and the jurisdiction of its governing statute and the date of organization of each constituent organization;
B. The name and form of the surviving organization, the jurisdiction of its governing statute, the date of its organization, the address of its principal office and, if the surviving organization is created by the merger, a statement to that effect;
C. The date the merger is effective under the governing statute of the surviving organization;
D. If the surviving organization is to be created by the merger:

(1) If the surviving organization will be a limited liability company, the limited liability company's certificate of formation; or

(2) If the surviving organization will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;

E. If the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that created the surviving organization that are in a public record or a statement that the organizational documents remain unchanged;
F. A statement as to each constituent organization that the merger was approved as required by the constituent organization's governing statute and as required by the organizational documents of each constituent organization;
G. If the surviving organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1644, subsection 2; and
H. Any additional information required by the governing statute of any constituent organization.
3. Filing of statement of merger. The surviving organization shall deliver the statement of merger signed by each constituent organization for filing with the office of the Secretary of State.
4. Effective date of merger. A merger becomes effective under this subchapter:
A. If the surviving organization is a limited liability company, upon the later of:

(1) Compliance with subsection 3; and

(2) As specified in the statement of merger; or

B. If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.

1644. Effect of merger

1. Effect of merger. When a merger becomes effective:
A. The surviving organization continues or comes into existence;
B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
C. All property owned by each constituent organization that ceases to exist vests in the surviving organization;
D. All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization;
E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred, and the surviving organization may be, but need not be, substituted in the action;
F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;
G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
H. Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 7;
I. If the surviving organization is created by the merger:

(1) If the surviving organization is a limited liability company, the certificate of formation becomes effective; or

(2) If the surviving organization is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and

J. If the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational document that created the surviving organization become effective.
2. Jurisdiction. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this State on the debt, obligation or other liability. Service of process on a surviving organization that is a foreign organization and not authorized to conduct business in this State for the purposes of enforcing a debt, obligation or other liability may be made in the same manner and has the same consequences as provided in Title 5, chapter 6-A as if the surviving organization were a foreign limited liability company.

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;
B. The law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
C. The converting organization and the converted organization each complies with its respective governing statute in effecting the conversion.
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;
B. The name, jurisdiction and form of the converted organization after conversion;
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
D. The organizational documents of the converted organization that are, or are proposed to be, in a record.
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.

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.
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
B. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.

1647. Filings required for conversion; effective date

1. After conversion approved. After a plan of conversion is approved:
A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must include:

(1) A statement that the converting limited liability company has been converted into the converted organization;

(2) The name and form of the converted organization, the jurisdiction of its governing statute, the date of its organization and the address of its principal office;

(3) The date the conversion is effective under the governing statute of the converted organization;

(4) A statement that the conversion was approved as required by this chapter and the limited liability company agreement;

(5) A statement that the conversion was approved as required by the governing statute of the converted organization; and

(6) If the converted organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1648, subsection 3; and

B. If the converted organization is a limited liability company, the converting organization shall deliver to the office of the Secretary of State for filing a certificate of formation, which must include, in addition to the information required by section 1531, subsection 1:

(1) A statement that the converted organization was converted from the converting organization;

(2) The name and form of the converting organization, the jurisdiction of the converting organization's governing statute and the date of its organization; and

(3) A statement that the conversion was approved as required by the governing statute of the converting organization.

2. Effective date. A conversion becomes effective:
A. If the converted organization is a limited liability company, when the certificate of formation takes effect; and
B. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

1648. Effect of conversion

1. Same organization. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.
2. Effect of conversion. When a conversion takes effect:
A. All property owned by the converting organization remains vested in the converted organization;
B. All debts, obligations or other liabilities of the converting organization continue as debts, obligations or other liabilities of the converted organization;
C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred, or the converted organization may be, but need not be, substituted in the action;
D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization;
E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;
F. Except as otherwise agreed, the converting organization is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of that converting organization. When a converting organization has been converted to a limited liability company pursuant to this section, the limited liability company is deemed to be the same organization as the converting organization, and the conversion constitutes a continuation of the existence of the converting organization in the form of a limited liability company;
G. The rights, privileges, powers and interests in property of the converting organization, as well as the debts, liabilities and duties of the converting organization, are not deemed, as a consequence of the conversion, to have been transferred to the converted organization; and
H. If the converted organization is a limited liability company, the existence of the limited liability company is deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated or otherwise came into being.
3. Jurisdiction. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this State on the debt, obligation or other liability. Service of process on a converted organization that is a foreign organization and not authorized to conduct business in this State for purposes of enforcing a debt, obligation or other liability under this subsection may be made in the same manner and has the same consequences as provided in Title 5, chapter 6-A as if the converted organization were a foreign limited liability company.

1649. Restrictions on approval of mergers and conversions

1. Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's written consent to that plan.
2. Consent to agreement. A member does not give the consent required by subsection 1 merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.

1650. Subchapter not exclusive

This subchapter does not preclude an entity from being merged or converted under law other than this chapter.

SUBCHAPTER 13

ADMINISTRATIVE PROVISIONS

1661. Registered agent for domestic limited liability company

A domestic limited liability company must have and continuously maintain a registered agent in this State as defined by Title 5, section 102, subsection 27.

1662. Service of process

Service of process, notice or demand required or permitted by law on a domestic limited liability company is governed by Title 5, section 113.

1663. Principal office

The principal office of a limited liability company or foreign limited liability company need not be located in this State.

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

1. Certificate of existence; certificate of qualification. The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a domestic limited liability company or certificate of qualification for a foreign limited liability company if the records filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this State or authorized to transact business in this State. A certificate of existence or certificate of qualification must state:
A. The limited liability company's name;
B. That, if a domestic limited liability company, the limited liability company is duly formed under the laws of this State and the date of formation;
C. That, if a foreign limited liability company, the foreign limited liability company is authorized to transact business in this State, the date on which the limited liability company was authorized to transact business in this State and its jurisdiction of organization;
D. That all fees and penalties owed to the State have been paid in full, if:

(1) Payment is reflected in the records of the office of the Secretary of State; and

(2) Nonpayment affects the existence or authorization of the domestic or foreign limited liability company;

E. That the limited liability company's most recent annual report required by section 1519 has been filed by the Secretary of State;
F. Whether the limited liability company has delivered to the office of the Secretary of State for filing a certificate of cancellation by a domestic limited liability company or a statement of cancellation of foreign qualification; and
G. Other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
2. Conclusive evidence. Subject to any condition stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business or conduct activities in this State.
3. Certificate of fact. In addition to the certificate authorized under subsection 1, the Secretary of State may issue a certificate of fact attesting to any fact of record in the office of the Secretary of State that may be requested.

1665. Annual report for Secretary of State

1. Annual report. Each year, each domestic limited liability company or each foreign limited liability company authorized to conduct business in this State shall deliver to the office of the Secretary of State for filing an annual report setting forth:
A. The name of the limited liability company or the foreign limited liability company;
B. The information required by Title 5, section 105, subsection 1;
C. The address of the limited liability company's or foreign limited liability company's principal office;
D. A brief statement of the character of the business in which the limited liability company is actually engaged in this State; and
E. The name and address of one or more individuals designated as a contact person for the limited liability company.
2. Current information. Information in an annual report under this section must be current as of the date the report is delivered to the office of the Secretary of State for filing.
3. First annual report; subsequent reports. The first annual report under this section must be delivered to the office of the Secretary of State between January 1st and June 1st of the year following the calendar year in which a limited liability company was formed or a foreign limited liability company delivered its statement of foreign qualification to the office of the Secretary of State for filing. For subsequent years, annual reports must be delivered to the office of the Secretary of State between January 1st and June 1st of the following calendar year.
4. Filing. The report, together with the filing fee required by this chapter, must be delivered for filing to the office of the Secretary of State, who shall file the report if the Secretary of State finds that it conforms to the requirements of subsection 1. If the Secretary of State finds that the report does not conform to the requirements of subsection 1, the Secretary of State shall promptly mail or otherwise return the report to the reporting limited liability company for any necessary correction. If the report is corrected to contain the information required in subsection 1 and delivered to the office of the Secretary of State within 30 days after the effective date of the notice, it is timely delivered. Proof to the satisfaction of the Secretary of State that, prior to the date that penalties become effective for late delivery of an annual report as established by the Secretary of State by rule, the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid or was delivered in a medium authorized by the Secretary of State is deemed in compliance with this requirement. The penalties prescribed by this chapter for failure to file the report by the date required by rule by the Secretary of State do not apply if the report is corrected to conform to the requirements of this chapter and returned to the Secretary of State within 30 days from the date on which the report was mailed or otherwise returned to the limited liability company by the Secretary of State.
5. Certificate of excuse. The Secretary of State, upon application by a domestic limited liability company and satisfactory proof that it has ceased to transact business and that it is not indebted to this State for failure to file an annual report and to pay any fees or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate to the limited liability company, after which the limited liability company is excused from filing annual reports with the office of the Secretary of State, as long as the limited liability company in fact transacts no business. The name of a limited liability company remains in the office of the Secretary of State's records of entity names and is protected for a period of 5 years following excuse.
6. Resumption of business. A domestic limited liability company that has been excused from filing annual reports pursuant to subsection 5 may elect to resume transacting business. A certificate executed and filed as provided in section 1673 setting forth that an election was made to resume the transaction of business authorizes the domestic limited liability company to resume transaction of business. After that certificate is filed, the domestic limited liability company is required to file annual reports beginning with the next reporting deadline following resumption.

1666. Amended annual report of domestic or foreign limited liability company

1. Amended annual report. If the information contained in an annual report filed under section 1519 has changed, a limited liability company may, if it determines it to be necessary, deliver to the office of the Secretary of State for filing an amended annual report to change the information on file.
2. Contents. The amended annual report under subsection 1 must set forth:
A. The name of the domestic or foreign limited liability company and the jurisdiction of its organization;
B. The date on which the original annual report was filed; and
C. The information that has changed and the date on which it changed.
3. Filing date. An amended annual report under subsection 1 may be filed by the limited liability company after the date of the original filing and until December 31st of that filing year.

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

1. Failure to file; penalty. A domestic or foreign limited liability company that is required to deliver an annual report for filing as provided by section 1665 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty set forth in section 1680, subsection 10 as long as the report is received by the Secretary of State prior to revocation or administrative dissolution. Upon a limited liability company's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375, shall revoke a foreign limited liability company's authority to do business in this State and administratively dissolve a domestic limited liability company. The Secretary of State shall use the procedures set forth in section 1592 to administratively dissolve a domestic limited liability company and the procedures set forth in section 1626 to revoke a foreign limited liability company's authority to transact business in this State. A domestic limited liability company that has been administratively dissolved under section 1592 must follow the requirements set forth in section 1603 to reinstate.
2. Return for correction. If the Secretary of State finds that an annual report delivered for filing does not conform with the requirements of section 1665, the report must be returned for correction.
3. Excused from liability. If the annual report of a domestic or foreign limited liability company is not delivered for filing within the time specified in section 1665, the limited liability company is excused from the liability provided in this section and from any other penalty for failure to file timely the report if it establishes to the satisfaction of the Secretary of State that failure to file was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report.

1668. Powers of the Secretary of State; rules

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter, including the power to adopt rules not inconsistent with this chapter. Rules adopted pursuant to this chapter are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A.

1669. Expedited service

The Secretary of State may provide an expedited service for the processing of documents in accordance with this chapter. If the service is provided, the Secretary of State shall establish by rule a fee schedule and governing procedures in accordance with the Maine Administrative Procedure Act. Fees collected for expedited service must be deposited into a fund for use by the Secretary of State in providing an improved filing service.

1670. Access to database

The Secretary of State may provide public access to the database through a medium approved by the Secretary of State, through public terminals and through electronic duplicates of the database. If access to the database 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.

1671. Publications

1. Fee for publications. 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 forth the procedures for the sale of these publications.
2. Use of fees. Fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State to replace and update publications offered in accordance with this chapter and to fund new publications.

1672. Filing duty of Secretary of State

1. Duty to file. If a document delivered to the office of the Secretary of State for filing pursuant to this chapter satisfies the requirements of this chapter, the Secretary of State shall file the document.
2. Recording as filed; acknowledgment. The Secretary of State files a document pursuant to subsection 1 by recording it as filed on the date of receipt. After filing a document, the Secretary of State shall deliver to the domestic or foreign limited liability company or its representative a copy of the document with an acknowledgement of the date of filing. If the person delivering the document for filing so requests, the acknowledgment must further include the hour and minute of filing.
3. Refusal to file; written explanation. If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign limited liability company or its representative within 5 days after the document was delivered, together with a brief written explanation of the reason for the refusal.
4. Ministerial. The Secretary of State's duty to file a document under this chapter is ministerial, and the filing or refusal to file a document does not:
A. Affect the validity or invalidity of the document in whole or in part;
B. Relate to the correctness or incorrectness of information contained in the document; or
C. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

1673. Requirements for documents filed with the Secretary of State

Each document authorized or required to be delivered to the Secretary of State for filing under this chapter must satisfy the following requirements and the requirements of any other section of this chapter.

1. Information. The document must contain all information required by the laws of this State to be contained in the document but, unless otherwise provided by law, may not contain other information.
2. Form; format. The document must be legibly typewritten or printed in ink or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.
3. Prescribed form. The Secretary of State may prescribe and furnish on request forms for any documents required or permitted to be filed by this chapter. If the Secretary of State so requires, use of these forms is mandatory.
4. English language. A person's name set forth in the document need not be in English if expressed in English letters or Arabic or Roman numerals. Documents of a foreign person need not be in English if accompanied by a reasonably authenticated English translation.
5. Delivery. The document must be delivered to office of the Secretary of State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of State.
6. Fee. At the time of delivery of the document, the correct filing fee and any reinstatement fee or penalty must be paid or provision for payment made in a manner permitted by the Secretary of State.

1674. Effective time, delayed effective date

Except as otherwise provided in section 1675 and Title 5, section 111, a record delivered to the office of the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 1675 and Title 5, section 111, a record filed by the Secretary of State is effective:

1. No specified time or delayed effective date. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;
2. Effective time but not delayed date. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
3. Delayed effective date but no time. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
A. The specified date; or
B. The 90th day after the record is filed; or
4. Specified time and delayed effective date. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
A. The specified date; or
B. The 90th day after the record is filed.

1675. Correcting filed record; effective time and date

1. Statement of correction. A domestic limited liability company or foreign limited liability company may deliver to the office of the Secretary of State for filing a statement of correction to correct a record previously delivered by the domestic limited liability company or foreign limited liability company to the office of the Secretary of State and filed by the Secretary of State if at the time of filing the record contained incorrect information or was defectively signed or if the information subsequently becomes inaccurate.
2. Contents. A statement of correction under subsection 1 may not state a delayed effective date and must:
A. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
B. Specify the incorrect or inaccurate information and the reason it is incorrect or inaccurate or the manner in which the signing was defective; and
C. Correct the incorrect or inaccurate information or the manner in which the signing was defective.
3. Effective retroactively; effective when filed. When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
4. Erroneously filed record. A statement of correction may be used to render ineffective an erroneously filed record.

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

1. Record signed. A record delivered to the office of the Secretary of State for filing pursuant to this chapter must be signed as follows.
A. A limited liability company's initial certificate of formation must be signed by at least one authorized person.
B. A record signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company.
C. A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities under section 1597, subsection 1 or a person appointed under section 1598, subsection 2 to wind up those activities.
D. A statement of denial by a person under section 1543 must be signed by that person.
E. Any other record must be signed by the person on whose behalf the record is delivered to the office of the Secretary of State.
2. Agent; attorney-in-fact. Any record to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the record need not be provided to or filed with the office of the Secretary of State.

1677. Signing and filing pursuant to judicial order

1. Petition. If a person required by this chapter to sign a record or deliver a record to the office of the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by such failure to sign may petition the Kennebec County Superior Court to order:
A. The person to sign the record;
B. The person to deliver the record to the office of the Secretary of State for filing; or
C. The Secretary of State to file the record unsigned.
2. Party to action. If a petitioner under subsection 1 is not the domestic limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the domestic limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party.
3. Reasonable expenses. A court may award reasonable expenses, including reasonable attorney's fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection 1.

1678. Liability for incorrect or inaccurate information in filed record

1. Incorrect or inaccurate information. If a record delivered to the office of the Secretary of State for filing under this chapter and filed by the Secretary of State contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate at the time the record was signed.
2. Affirmation that facts are true. A person who signs a record authorized or required to be filed under this chapter thereby affirms under the penalties of perjury that the facts stated in the record are true to the best of the signer's knowledge in all material respects at the time of the signing.

1679. Address

Whenever a provision of this subchapter requires that a document for filing state an address, the document must state:

1. Street or rural route. An actual street address or rural route box number in this State; and
2. Mailing address. A mailing address in this State, if different from the address under subsection 1.

1680. Filing and copying fees; penalties

A document filed under this chapter is not effective until the applicable fee required in this section is paid. The following fees or penalties must be paid to the office of the Secretary of State:

1. Reservation. For filing of an application for reservation of name or a notice of transfer of reservation pursuant to section 1509, a fee of $20 for each limited liability company affected;
2. Assumed or fictitious name. For filing of a statement for use of an assumed name under section 1510, a fee of $125, and for filing a statement for use of a fictitious name under section 1510, a fee of $40;
3. Termination of assumed or fictitious name. For filing of a termination of an assumed or fictitious name under section 1510, a fee of $20;
4. Registered name. For filing of an application for a registered name of a foreign limited liability company under section 1511, a fee of $20 per month for the number of months or fraction of a month remaining in the calendar year when first filing. For filing an application to renew the registration of a registered name, a fee of $200;
5. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 1664, a fee in the amount of $30;
6. Annual report. For filing of an annual report under section 1665, a fee of $85 for a domestic limited liability company or a fee of $150 for a foreign limited liability company;
7. Application for excuse. For filing a statement for excuse under section 1665, subsection 5, a fee of $40;
8. Certificate of resumption. For filing a statement of resumption under section 1665, subsection 6, a fee of $100;
9. Amended annual report. For filing of an amended annual report under section 1666, a fee of $85 for a domestic limited liability company or a fee of $150 for a foreign limited liability company;
10. Late filing penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, a fee of $50;
11. Statement of correction. For filing of a statement of correction under section 1675, a fee of $50;
12. Certificate of cancellation. For filing a certificate of cancellation under section 1533, a fee of $75;
13. Certificate of formation. For filing of a certificate of formation under section 1531, a fee of $175;
14. Amendment or restatement of certificate of formation. For filing an amended certificate of formation under section 1532, a fee of $50; and for filing a restatement of certificate of formation under section 1532, subsection 4, a fee of $80;
15. Statement of authority; amendment or cancellation. For filing a statement of authority under section 1542, a fee of $50; for filing an amended statement of authority under section 1542, subsection 2, a fee of $50; and for filing a cancellation of a statement of authority under section 1542, subsection 2, a fee of $50;
16. Statement of denial. For filing a statement of denial under section 1543, a fee of $50;
17. Reinstatement fee after administrative dissolution. For failure to file an annual report, a fee of $150, to a maximum fee of $600, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, a fee of $150; for failure to appoint or maintain a registered agent, a fee of $150; for failure to notify the Secretary of State that the registered agent or the address of the registered agent has been changed or that the registered agent has resigned, a fee of $150; and for filing false information, a fee of $150;
18. Certificate of revival after dissolution. Certificate of revival after dissolution for a domestic limited liability company under section 1604, a fee of $150;
19. Statement of foreign qualification. For filing of a statement of foreign qualification under section 1622, a fee of $250;
20. Statement of change of foreign qualification. For filing a statement of change under section 1622, subsection 3, except to change the address of the principal office, a fee of $90. For filing a statement of change to change the address of the principal office, a fee of $35;
21. Statement of cancellation of foreign qualification. For filing a statement of cancellation of foreign qualification under section 1628, a fee of $90;
22. Statement of merger. For filing a statement of merger under section 1643, a fee of $150;
23. Statement of conversion. For filing a statement of conversion under section 1647 to convert to a business corporation governed by Title 13-C, a fee of $145; for filing a statement of conversion under section 1647 to convert to a nonprofit corporation governed by Title 13-B, a fee of $40; for filing a statement of conversion under section 1647 to convert to a limited partnership governed by chapter 19, a fee of $175; for filing a statement of conversion under section 1647 to convert to a limited liability partnership governed by chapter 15, a fee of $175; and for filing a statement of conversion under section 1647 to convert to a partnership governed by chapter 17, a fee of $175;
24. All other filings. For filing of a certificate, statement, affidavit, agreement or any other paper provided for by this chapter, for which a fee is not specifically prescribed, a fee of $35;
25. Copies of filed documents. For all copies, whether certified or not, a fee of $2 per page. For purposes of this chapter, a filed document is any filing provided for by this chapter and filed by the Secretary of State;
26. Certified copies. For certification of copies of filed documents under this chapter, a fee of $5 for each certification in addition to any fee due under subsection 25;
27. Preclearance of document. For the preclearance of a document for filing, a fee of $100; and
28. Service of process on Secretary of State as agent. For accepting service of process under section 1626, subsection 4, a fee of $20.

All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the exception of those fees established by rule and collected for expedited service. Fees for expedited service are deposited into a fund for use by the Secretary of State in providing an improved filing service.

SUBCHAPTER 14

MISCELLANEOUS PROVISIONS

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

This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but does not modify, limit or supersede Section 101(c) of that Act, 15 United States Code, Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that Act, 15 United States Code, Section 7003(b).

1692. Savings clause

1. Repeal does not affect. Except as provided in subsection 2, the repeal of former chapter 13 does not affect:
A. The operation of former chapter 13 or any action taken under it before its repeal;
B. Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under former chapter 13 before its repeal;
C. Any violation of former chapter 13, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; and
D. Any proceeding, reorganization or dissolution commenced under former chapter 13 before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with former chapter 13 as if it had not been repealed.
2. Penalty or punishment. If a penalty or punishment imposed for violation of former chapter 13 is reduced by this chapter, the penalty or punishment if not already imposed must be imposed in accordance with this chapter.

1693. Application to existing relationships

1. Existing on effective date. This chapter applies to all limited liability companies in existence on July 1, 2011, except as provided in subsections 2 and 3.
2. Formed before effective date. For purposes of applying this chapter to a limited liability company formed before July 1, 2011:
A. The limited liability company's articles of organization are deemed to be the limited liability company's certificate of formation; and
B. Solely for purposes of applying section 1541, language in the limited liability company's articles of organization designating the limited liability company's management structure operates as if that language were in the limited liability company agreement.
3. Foreign limited liability company. This chapter applies to each foreign limited liability company that does not have a certificate of authority in effect on July 1, 2011. Former chapter 13 applies to each foreign limited liability company with a valid application of authority to do business in this State in effect on July 1, 2011 until the due date of the first annual report required to be filed by that foreign limited liability company on or after July 1, 2011, after which due date this chapter applies to that foreign limited liability company, and such application for authority to do business in this State, for purposes of this chapter, constitutes a statement of foreign qualification.
4. Certain assignments. The provisions of section 1507, subsection 5 do not apply to a security interest with an effective date before July 1, 2011.
5. Administrative dissolution prior to effective date. A domestic limited liability company administratively dissolved under former chapter 13 is deemed to have been administratively dissolved under section 1592 for purposes of reinstatement following administrative dissolution under section 1593.

Sec. A-3. Effective date. This Act takes effect July 1, 2011.

Office of the Revisor of Statutes
State House, Room 108
Augusta, ME 04333