Maine LLC Operating Agreement

Many owners put the agreement in writing with a template such as this form, which you can complete online with FormsPal's step-by-step builder. A written agreement gives the members one place to check how the company works.

What Is a Maine LLC Operating Agreement?

Under Maine law, the operating agreement governs a company's internal affairs. With limited exceptions, the LLC agreement governs relations among the members as members and between the members and the company.^[2] The statute calls it a "limited liability company agreement" and treats an operating agreement as the same thing under another name.^[1]

"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.

Three points follow from that wording:

• The agreement does not have to be a signed document to fall within the definition. It can be written, oral or implied.^[1]
• A single-member LLC can have one. An LLC agreement is not unenforceable just because only one person is a party to it.^[1]
• A certificate of formation filed with the Secretary of State and one or more members are conclusive evidence that an LLC agreement exists.^[1]

Maine law requires every LLC to have an LLC agreement, which may be made before, at or after the filing of the certificate of formation (Me. Rev. Stat. tit. 31, § 1531(1)(B)). The agreement itself is not filed with the state.^[4]

The agreement records how the LLC is run, but it is not what proves the company exists. A Maine LLC is formed when its certificate of formation, signed by one or more authorized persons, is filed with the Secretary of State (Me. Rev. Stat. tit. 31, § 1531).^[4]

What a Written Agreement Can Change

A written LLC agreement lets the members reshape several default rules. Duties that a member or other person owes, including fiduciary duties, may be expanded, restricted or eliminated by provisions in a written LLC agreement. The implied contractual covenant of good faith and fair dealing may not be eliminated.^[2]

• Liability: a written agreement may provide for limiting or eliminating liabilities for breach of contract and breach of duties, including fiduciary duties, owed to the company, to another member or to another person bound by the agreement.^[2]
• Good-faith reliance: unless the agreement says otherwise, a member or other person is not liable to the company, to another member or to another person bound by the agreement for breach of fiduciary duty for good faith reliance on the provisions of the LLC agreement.^[2]
• Gaps: to the extent the LLC agreement does not otherwise provide for a matter described in subsection 1 of section 1521, the Maine LLC chapter governs that matter.^[2]

Structure of the FormsPal Maine Form

FormsPal's Maine form has 31 numbered sections and three schedules. Section 8 sets the company up as manager-managed, with a Board of one or more Managers. Without such a term, a Maine LLC's activities and affairs are under the direction and oversight of its members (Me. Rev. Stat. tit. 31, § 1556(1)).^[5] The rest of the form falls into these groups:

• Company basics, Sections 1 to 5: name, principal business office, registered office, the member and certificates.
• Purpose and management, Sections 6 to 9: purposes, powers, managers and officers.
• Liability and money, Sections 10 to 15: limited liability, capital contributions, additional contributions, allocation of profits and losses, distributions, fiscal year, books and records.
• Membership and exit, Sections 16 to 22: other business, exculpation and indemnification, assignment, resignation, admission of additional members, dissolution and waiver of partition.
• Closing terms, Sections 23 to 31: third-party rights, severability, entire agreement, governing law, amendments, counterparts, notices, effectiveness and disregarded entity status.
• Schedules A to C: definitions, the member with the managers and officers, and the initial capital contribution.

Most of this text is fixed. You only fill in the blanks and tick the boxes. The steps below show where each one is.

How to Fill Out the Maine LLC Operating Agreement

FormsPal's Maine form is a single-member operating agreement. It names one member as the sole equity member of the company and runs 15 pages, including Schedules A to C. Have the LLC's name, the registered agent's details and the date your certificate of formation was filed ready, since the form calls that document the Articles of Organization. Then work through the form in this order.

1. Page 1, title and preamble: enter the LLC's name, the state of formation, the date and the Member's name as the sole equity member. The date line already prints the year 2021, so correct it if you sign in a different year.
2. Page 1, second paragraph: enter the state, the date the Articles of Organization were filed and the reference to the Maine LLC statute.
3. Sections 1-3, page 1: repeat the LLC name, enter the principal business office address, and enter the name and address of the registered agent.
4. Section 6, Purposes, page 2: check one box. Either describe the business in the blank or check All matters permitted by applicable law.
5. Section 8, Managers, page 2: enter the initial number of Managers. Their names go on Schedule B.
6. Section 8(g), Compensation, page 3: select one of the two boxes, either that expenses may be paid or that there is no compensation or reimbursement. The second box is on page 4.
7. Section 9, Officers, page 4: check either The Company shall not have Officers or The Company shall have Officers.
8. Section 15, Fiscal Year, page 6: enter the date the fiscal year starts and the date it ends.
9. Section 30, Effectiveness, page 10: enter the date the entity was legally formed.
10. IN WITNESS WHEREOF, page 11: the Member signs on the By line and prints the Name and Title. The form has no notary, witness or acknowledgment block.
11. Schedule A, page 12: enter the date the entity was legally formed in the Articles of Organization definition.
12. Schedule B, page 14: enter the Member's name and address, then the Initial Managers and Initial Officers, up to six of each.
13. Schedule C, page 15: describe what the Member contributed to the Company as the initial capital contribution.

When every blank is filled in, read the whole operating agreement once. Check that the LLC name, the dates and the addresses match on every page. Then sign it and keep a copy with the company records.

The LLC name must contain the words "limited liability company" or "limited company" or the abbreviation L.L.C., LLC, L.C. or LC (Me. Rev. Stat. tit. 31, § 1508(1)).^[6]

Frequently Asked Questions

Can I write my own operating agreement for my LLC?

Yes. Maine law defines the LLC agreement as an agreement of the member or members about the company's affairs and the conduct of its activities.^[1] That agreement governs relations among the members as members and between the members and the company.^[2] A template such as FormsPal's is one way to put the terms in writing.

What happens if an LLC does not have an operating agreement?

Maine's LLC chapter fills the gaps. To the extent the LLC agreement does not otherwise provide for a matter described in subsection 1 of section 1521, the chapter governs that matter.^[2]

What is an operating agreement for an LLC?

An operating agreement is what Maine law calls a limited liability company agreement. It is any agreement of the member or members about the affairs of the LLC and the conduct of its activities. It can be written, oral or implied.^[1]

General information, not legal or tax advice.

Other Maine Forms
Here are various other Maine forms completed by FormsPal visitors. Check out our step-by-step creator to customize these documents to your needs.

Maine Last Will Maine Living Will Maine Bill of Sale Maine Power of Attorney Maine Non-compete Agreement Maine Prenuptial Agreement

Sources

1. Me. Rev. Stat. tit. 31, § 1502.
2. Me. Rev. Stat. tit. 31, § 1521.
3. Me. Rev. Stat. tit. 31, § 1522.
4. Me. Rev. Stat. tit. 31, § 1531.
5. Me. Rev. Stat. tit. 31, § 1556.
6. Me. Rev. Stat. tit. 31, § 1508.

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.