LLC Membership-Interest Transfer and Member-Admission Requirements in Maine

At a glance

Requirements one by one

Transfer moves distributions, not membership

Maine defines a transferable interest as the right to receive distributions. § 1571 makes it the only member interest that may be transferred, and § 1572 governs the transfer. A whole or partial transfer is permissible, but it does not itself admit the buyer, dissociate the seller, or dissolve the LLC.

The nonmember transferee receives the transferred distributions and, during winding up, an account beginning only on the dissolution date. The transferee cannot manage the LLC or use the member inspection right; § 1558(5) expressly excludes transferees from that right.

Admission uses the agreement or every member's consent

After formation, § 1551(2) admits a person as provided in the LLC agreement, through a covered merger or conversion, with all members' consent, or through the special 90-day route after the company loses its last member. Unlike statutes that exclude the seller from the default vote, Maine says all members.

An admitted transferee is liable for the transferor's written contribution promise and improper-distribution obligation only when the obligation was known and the transferee voluntarily accepted admission. Sections 1553 and 1555 define those underlying obligations.

Full transfer has two different exit paths

The ordinary rule in § 1572(5) leaves the transferor's other member rights, duties, and obligations in place. If the seller transfers the entire remaining interest to a buyer who becomes a member, § 1582(11) dissociates the seller at the later of buyer admission and transfer completion.

If the buyer remains only a transferee, all other members may instead unanimously expel a seller who transferred all economics, except a transfer for security. Dissociation ends participation rights, but § 1583 supplies neither an automatic payout nor a release from existing liabilities.

Written notice controls company recognition

The LLC need not give effect to transferee rights until it has written notice of the transfer. Section 1572 permits certificates of transferable interest and lets the LLC agreement regulate their transfer, but forbids bearer certificates. The Act states no universal witness, acknowledgment, notarization, or public assignment filing requirement.

Maine's certificate of formation does not require owner names. Its annual report lists at least one member, manager, or other authorized person rather than every owner. A changed listed person may be addressed through the optional amended-report route in § 1666 or current information in the next § 1665 report; the economic transfer itself does not create a transfer-specific filing.

What trips people up

Payment and assignment do not equal admission. The buyer may receive distributions while lacking voting, management, and member-inspection rights.

Notice must be written. An executed assignment that never reaches the LLC in writing does not force the company to recognize the transferee's statutory rights.

A complete sale does not always end membership immediately. Automatic dissociation waits for both buyer admission and completed transfer. Without buyer admission, the seller remains a member unless the agreement or another dissociation route applies, including unanimous expulsion by the other members.

Common questions

Does the seller vote on the buyer's admission?

Yes under the default all-member route. The LLC agreement may provide another admission method.

Must the buyer sign a joinder?

Not universally under the Act. Admission follows the LLC agreement or another § 1551 route, and an admitted person becomes a party to and assents to the agreement under § 1523. A written contribution promise is separately required for that promise to be enforceable.

Can a transferee inspect company records?

Not through the statutory member-inspection right. Section 1558(5) expressly excludes transferees, though the LLC agreement can govern obligations owed to them.

Can a creditor foreclose the interest and become a member?

Not under Maine's charging-order provision. §§ 1573(3)-(4), (7) and 1574 make the lien nonforeclosable, leave the debtor's member or transferee status intact, make the charging order the exclusive remedy against the transferable interest, and reserve § 1574 for a deceased member's representative rather than a creditor.

Statutes and sources

• 31 M.R.S. §§ 1501-1502, 1506-1507, and 1521-1524. Names the Act, defines the key interests and roles, applies Maine law to internal affairs, and makes the LLC agreement the primary internal rule. Official § 1502 (accessed August 13, 2026).
• 31 M.R.S. §§ 1551, 1553, 1555, and 1558. Governs admission routes, contribution and improper-distribution liabilities, and member, former-member, and transferee information rights. Official § 1551 (accessed August 13, 2026).
• 31 M.R.S. §§ 1571-1574. Governs the transferable interest, transfer effects, written notice, certificates, transferee accounting, charging orders, and estate-representative access. Official § 1572 (accessed August 13, 2026).
• 31 M.R.S. §§ 1582-1583. Supplies conditional full-transfer dissociation, unanimous expulsion, and the consequences of dissociation. Official § 1582 (accessed August 13, 2026).
• 31 M.R.S. §§ 1531 and 1665-1666. Defines the certificate and annual-report fields and permits an amended annual report when filed information changes. Official § 1665 (accessed August 13, 2026).