LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Maine

At a glance

Requirements one by one

Notice can end membership even when exit is wrongful

Under 31 M.R.S. § 1581(1), a person has power to dissociate. § 1582(1) makes express-will exit effective when the LLC has notice, unless the member states a later date. The Act states no universal writing, signature, advance period, acceptance, or company-consent condition.

Chapter 21 is the Maine Limited Liability Company Act. §§ 1501 to 1502 define the required written, oral, or implied LLC agreement and separate member status from the transferable distribution right.

Wrongful dissociation creates caused-damages liability

Section 1581(2) makes dissociation wrongful when it breaches an express LLC- agreement term. It is also wrongful before company termination when it occurs by express will, judicial expulsion, bankruptcy or general creditor assignment, or specified willful entity dissolution or termination.

The wrongfully dissociating member owes the LLC and, subject to the direct- action rule, other members damages caused, in addition to other debts, obligations, and liabilities. This page does not decide breach, causation, or amount.

The LLC agreement governs gaps and former-member obligations under §§ 1521 to 1522 and 1524, subject to the listed entity, governing-law, court, implied- covenant, contribution, winding-up, and outsider floors.

Agreement and unanimous-consent expulsion are separate

Under § 1582(2)-(4), an agreement event or agreement-based expulsion causes dissociation. The all-other-member route is a closed list: illegality; transfer of the entire transferable interest other than security; an uncured organization dissolution, charter revocation, or activity suspension after 90-day notice; or a dissolved, winding-up organization.

Ordinary economic transfer does not itself cause dissociation under §§ 1571 to 1573. A full remaining-interest transfer ends status only at the later of transferee admission and transfer completion under § 1582(11).

Only the LLC applies for judicial expulsion

Under § 1582(5), the LLC—not an individual member under this route—may apply. The grounds are adverse and material wrongful conduct; a willful and persistent material agreement or statutory/other-law duty breach; or activity-related conduct making continuation with the person not reasonably practicable.

The section states no special notice, hearing, burden, buyout, or valuation procedure. Whether facts satisfy a ground remains outside this survey.

Personal, insolvency, and entity events are detailed

Section 1582(6)-(10) covers individual death, guardian or general-conservator appointment, adjudicated incapacity, bankruptcy, creditor assignment, consensual trustee/receiver/liquidator appointment, trust or estate full- interest distribution, and a nonindividual member's termination.

The bankruptcy/assignment/fiduciary subsection expressly does not apply to the sole remaining member. Maine also states no separate dissociation event for merger, conversion, domestication, interest exchange, or charging-order foreclosure; § 1573 bars charging-order foreclosure.

Dissociation ends participation but not every capacity

Under § 1583(1), the former member cannot participate in LLC activities or affairs and receives only the distributions that would have applied without dissociation. Agreement- or member-based authority under § 1541 must be reassessed, but the Act does not say that dissociation automatically ends a separately held manager or officer capacity or every authority filing.

Chapter 21 does not place a uniform postexit-duty cutoff in § 1583. The LLC agreement may tailor duties under §§ 1521 to 1522, and prior conduct and any separate capacity must be analyzed under the applicable provisions.

There is no automatic buyout

Section 1583(3) says a continuing LLC owes no payment for the person's interest merely because dissociation occurred. The former member instead keeps the distribution stream that would otherwise apply. The agreement may provide a different economic result.

Under § 1558(2), a former member can obtain qualifying membership-period records on 30 days' notice in a record when the information was material to rights or duties at the time and the request is in good faith. A transferee acting only as transferee has no § 1558 right.

Prior liabilities, filings, and dissolution remain separate

Section 1583(2) says dissociation does not itself discharge prior debts, obligations, or liabilities to the LLC or other members.

The annual report under § 1665 names at least one member, manager, or other authorized person and must be current on delivery, but Chapter 21 states no immediate member-exit filing. Under §§ 1595 and 1597, no members causes dissolution after 90 consecutive days absent the § 1551 admission route; agreement, consent, and judicial routes remain separate from dissociation.

What trips people up

• Sole-member insolvency is excepted. Section 1582(7) does not dissociate the sole remaining member for its listed events.
• Full transfer and admission have a later-of rule. Completing only one does not trigger § 1582(11).
• Dissociation does not cash out the interest. Maine preserves the ordinary distribution stream rather than compelling fair-value purchase.
• Former-member information is not transferee information. The former- member route exists independently of transferee status.

Common questions

Must an express-will notice be written?

Not under § 1582(1)'s statutory default, although the LLC agreement may impose a valid record or delivery requirement.

May one member personally apply for judicial expulsion?

Section 1582(5) names the LLC as applicant. A member's separate direct, derivative, or dissolution rights are different procedures.

Does dissociation require a buyout?

No. If the LLC continues, § 1583 gives no payment right arising solely from dissociation.

Can a former member inspect records?

Yes, through § 1558's 30-day, good-faith, membership-period route, subject to the section's limits and reasonable restrictions.

Statutes and sources

• 31 M.R.S. §§ 1501 to 1502, 1521 to 1522, 1524, 1541, and 1558 — Act, agreement control and floors, authority, and former-member information. Official § 1558 (accessed August 30, 2026).
• 31 M.R.S. §§ 1571 to 1573 and 1581 to 1583 — transfers, charging orders, power, wrongfulness, expulsion, automatic events, consequences, retained distributions, and no-buyout rule. Official § 1581, § 1582, and § 1583 (accessed August 30, 2026).
• 31 M.R.S. §§ 1595, 1597, and 1665 — dissolution, winding up, and annual- report boundaries. Official § 1595 and § 1665 (accessed August 30, 2026).