Understanding Maine LLC Laws
The rules for starting and running a Maine limited liability company (LLC) are laid out by Maine LLC laws.
In this guide, we offer simple explanations to Maine LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Maine LLC laws set out the requirements for forming an LLC. The State of Maine has created a PDF Certificate of Formation form to simplify the process.
Maine LLC Formation Statute
The following LLC formation statutes are from the Maine Limited Liability Company Act:
Section 1531. Formation of limited liability company; certificate of formation
1. Formation requirements. In order to form a limited liability company:
A. One or more authorized persons must execute a certificate of formation. The certificate of formation must be filed in the office of the Secretary of State and set forth:
(1) The name of the limited liability company;
(2) The information required by Title 5, section 105, subsection 1; and
(3) Any other matters the members determine to include. The certificate of formation may include the information required for a statement of authority as provided in section 1542, subsection 1; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. A limited liability company agreement must be entered into or otherwise existing. The limited liability company agreement may be entered into either before, after or at the time of the filing of a certificate of formation. Whether entered into or otherwise existing before, after or at the time of the filing of a certificate of formation, a limited liability company agreement may be made effective as of the formation of the limited liability company or at another time or date as provided in or reflected by the limited liability company agreement; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The limited liability company must have one or more members. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2. Time formed. A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter is a separate legal entity.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3. Notice. The fact that a certificate of formation is on file in the office of the Secretary of State is notice of the matters required to be included by subsection 1, paragraph A, subparagraphs (1) and (2) and matters that may be included pursuant to section 1611, subsection 2, but is not notice of any other fact.
[PL 2011, c. 113, Pt. A, §8 (AMD).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §8 (AMD).
Start forming your LLC by reading our Best LLC Services review.
What This Means: Key Takeaways*
The Maine LLC statute provides the requirements for setting up (or forming) an LLC. The State of Maine offers mail-in LLC filing to meet these requirements.
Required Information for Maine LLC Formation:
- LLC’s name (Must meet Maine LLC naming requirements)
- LLC principal office’s street and mailing address
- The effective date of the LLC
- Non-commercial or commercial registered agent’s name and Maine address
Recommended: For help with completing the LLC formation forms, visit our Maine LLC Certificate of Formation guide.
Registered Agent Duties and Appointment
Maine's LLC laws define the duties and appointment of the LLC registered agent.
Maine LLC Registered Agent Statute
The following registered agent statutes are from the Maine Model Registered Agents Act:
Section 105. Appointment of clerk or registered agent
1. Contents of filing. A clerk or registered agent filing must state:
A. The name of the represented entity's commercial clerk or commercial registered agent; or [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
B. If the entity does not have a commercial clerk or commercial registered agent:
(1) The name and address of the entity's noncommercial clerk or noncommercial registered agent; or
(2) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person. [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
2. Consent to serve as agent. The appointment of a clerk or a registered agent pursuant to subsection 1, paragraph A or subsection 1, paragraph B, subparagraph (1) is an affirmation by the represented entity that the agent has consented to serve as such.
[PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
3. Daily list of filings. The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a clerk or a registered agent. The list must:
A. Be available for at least 14 calendar days; [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
B. List in alphabetical order the names of the clerks or registered agents; and [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
C. State the type of filing and name of the represented entity making the filing. [PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. A, §1 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2007, c. 323, Pt. A, §1 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Maine registered agent must:
- Maintain a registered office in Maine (i.e., no P.O. boxes)
- Be an individual, a Maine corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
- Consent to appointment
Limited Liability Company Agreement: Operating Agreement
Maine's LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Maine Limited Liability Company Act:
Section 1521. Limited liability company agreement; scope, function and limitations
1. Agreement governs. Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2. When agreement does not otherwise provide. To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3. Expansion, restriction or elimination of duties. Except as provided in section 1611, a member's or other person's duties may be expanded, restricted or eliminated as provided in this subsection.
A. To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by provisions in a written limited liability company agreement; except that the implied contractual covenant of good faith and fair dealing may not be eliminated.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. A written limited liability company agreement may provide for the limitation or elimination of any liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4. No liability for good faith reliance on agreement. Unless otherwise provided in a limited liability company agreement, a member or other person is not liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the provisions of the limited liability company agreement.
What This Means: Key Takeaways*
An LLC operating agreement, known as a limited liability company agreement in Maine, allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Maine's LLC laws set out the requirements for annual LLC reporting. The State of Maine has created the annual report online portal to simplify the process.
Maine LLC Annual Report Statute
The following annual report statutes are from the Maine Limited Liability Company Act:
Section 1665. Annual report for Secretary of State
1. Annual report. Each year, each 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. The information required by Title 5, section 105, subsection 1; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. The address of the limited liability company's or foreign limited liability company's principal office; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. A brief statement of the character of the business in which the limited liability company is actually engaged in this State; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. The name and address of at least one person who is a member, manager or other authorized person of the limited liability company. [PL 2011, c. 113, Pt. B, §8 (AMD).]
[PL 2011, c. 113, Pt. B, §8 (AMD).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5. Certificate of excuse. The Secretary of State, upon application by a 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.
[PL 2011, c. 113, Pt. B, §9 (AMD).]
6. Resumption of business. A 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 limited liability company to resume transaction of business. After that certificate is filed, the limited liability company is required to file annual reports beginning with the next reporting deadline following resumption.
[PL 2011, c. 113, Pt. B, §10 (AMD).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. B, §§8-10 (AMD).
What This Means: Key Takeaways*
You can file your Maine annual report online.
Your Maine LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The principal office’s street address and mailing address
- The name and street address of the registered agent and registered office
- The purpose of the business
- The name, title, and address of at least one member/manager
- Any additional information the state might need
Annual Report Due Dates:
- Annual reports are due between January 1 and June 1 each year. The first annual report is due the following calendar year after the LLC became effective.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.