LLC Operating Agreement Requirements in Maine

At a glance

Requirements one by one

Governing law and document name

31 M.R.S. § 1501 names the Maine Limited Liability Company Act. The Act's term is limited liability company agreement. Under 31 M.R.S. § 1502(14)-(15), that includes a written, oral, or implied agreement governing the company's affairs and activities, including amendments.

Required or optional

Maine requires an agreement to exist. 31 M.R.S. § 1531(1) makes an agreement, a filed certificate, and at least one member the three formation requirements. That does not mean every Maine LLC must possess a signed paper. Section 1502(14) makes a filed certificate plus one or more members conclusive evidence that an agreement exists, and subsection (15) recognizes oral and implied terms.

Permitted form and signatures

31 M.R.S. § 1502(14)-(15) recognizes written, oral, and implied agreements and expressly validates a sole-member agreement. The Act states no general agreement-level signature, witness, acknowledgment, or notarization condition.

Some clauses need a writing even when the agreement as a whole does not. Under 31 M.R.S. § 1521(3), expanding, restricting, or eliminating duties and limiting or eliminating liability must be done in a written agreement. Section 1522(1) also preserves § 1553's separate writing requirement for a contribution obligation.

Adoption timing and effect

31 M.R.S. § 1531 is flexible about timing. The agreement may be entered into before, at, or after certificate filing and may be made effective as of formation or another time reflected in it. The LLC itself forms when the certificate becomes effective.

Prospective owners can settle terms before formation. Under 31 M.R.S. § 1523, two or more prospective initial members may agree that their terms become the LLC agreement on formation, and one prospective sole member may assent to terms with the same effect. Initial admission under 31 M.R.S. § 1551(1) occurs no earlier than formation and compliance with the agreement's admission terms.

Single member and assent

31 M.R.S. § 1502(14)-(15) recognizes a one-member LLC and protects its agreement from unenforceability based only on having one party. Section 1523 also validates preformation terms adopted by one prospective sole member.

The LLC need not separately assent: 31 M.R.S. § 1523(1) binds it and lets it enforce the agreement regardless of manifested assent. Under subsection (2), a person admitted as a member becomes a party and assents, subject to the separate written-contribution rule.

Management and authority defaults

31 M.R.S. § 1556 places company activities under member direction and oversight. An ordinary-course matter is decided by a majority of the members, which 31 M.R.S. § 1502(17) defines as owners of more than 50% of the profit interests. All members must approve an agreement amendment, an outside-course act, and other matters the Act makes unanimous. The agreement may replace those defaults or delegate management to managers or other people.

Authority is a separate question. Under 31 M.R.S. § 1541, a person can bind the LLC through the agreement, member authorization, a filed statement of authority, or other law. If no statement of authority is effective, any manager, member, president, or treasurer has statutory authority to bind the LLC. A company using narrower private authority rules should review the public statement mechanism in § 1542.

Voting, economic, and transfer defaults

The voting majority is profit-interest weighted under 31 M.R.S. § 1502(17), not necessarily per person or proportional to capital. Under 31 M.R.S. § 1556, that majority decides ordinary matters, while all members decide agreement amendments and outside-course acts.

31 M.R.S. § 1554 allocates pre-dissolution distributions by the agreed value, shown in company written records, of received and unreturned contributions. The LLC must first decide to make an interim distribution. A later member is admitted as the agreement provides or, under 31 M.R.S. § 1551(2), generally with all-member consent.

Only the distribution right transfers by default. Under 31 M.R.S. § 1572, a transferee receives the transferred distributions but not management or information rights, and the LLC need not recognize the transfer until it has written notice.

Nonwaivable rules and duties

Maine permits broad written duty drafting. 31 M.R.S. § 1521 lets a written agreement expand, restrict, or eliminate duties and liability, but it cannot eliminate the implied contractual covenant of good faith and fair dealing. 31 M.R.S. § 1559 supplies the default good-faith, care, skill, and liability rules when valid agreement terms do not replace them.

31 M.R.S. § 1522 lists the contract floor: entity separateness, capacity to sue and be sued, governing law, protected outsider rights, the court's filing power, damages for a bad-faith covenant violation, written contribution promises, and required winding up. 31 M.R.S. § 1555 separately bars an insolvent distribution and makes a knowing recipient liable to the LLC.

Information rights are more contract-sensitive. Under 31 M.R.S. § 1558, a member may inspect maintained material records after 10 days' notice, but the agreement and the LLC may impose restrictions and the company may reasonably withhold protected information.

Amendment, filing, and records

31 M.R.S. § 1556(3) defaults to all-member consent for an agreement amendment. If the agreement supplies its own amendment method, 31 M.R.S. § 1524(1) makes that method—including an outsider approval or condition—control.

The agreement and certificate are distinct. A certificate amendment is filed under 31 M.R.S. § 1532. Section 1531(3) makes the filed certificate notice of only limited required matters, not every agreement term. Maine lists no general agreement filing requirement for an ordinary LLC.

31 M.R.S. § 1558 provides inspection of any maintained record material to a member's rights or duties after 10 days' recorded notice. It does not impose a separate universal list of agreement copies the LLC must retain, so an oral or implied agreement does not become invalid merely because no written copy exists.

What trips people up

“Required” does not mean “signed paper required.” Maine requires an agreement to exist, yet expressly recognizes oral and implied terms and treats a filed certificate plus a member as conclusive evidence of an agreement.

Voting and distributions use different statutory math. The ordinary vote tracks profit interests; distributions track the recorded agreed value of received, unreturned contributions.

Private authority may be broader than expected without a public statement. If no statement of authority is effective, § 1541 gives any manager, member, president, or treasurer power to bind the LLC.

Common questions

Can the agreement be adopted after the certificate is filed? Yes. 31 M.R.S. § 1531(1)(B) expressly allows before, at, or after filing and permits the terms to take effect as of formation or another reflected time.

Does a new member have to sign? The Act does not impose a general signature rule. Under 31 M.R.S. § 1523(2), admission makes the person a party who assents, although the agreement may impose its own admission conditions and contribution promises have a separate writing rule.

Does an economic transferee automatically receive a vote? No. 31 M.R.S. § 1572 gives distributions without management or information rights.

Statutes and sources

• 31 M.R.S. §§ 1501-1502 — Act name, agreement form, sole-member rule, conclusive existence, voting-majority definition, and transferable interest. https://legislature.maine.gov/statutes/31/title31sec1501.html and https://legislature.maine.gov/statutes/31/title31sec1502.html (accessed 2026-07-27)
• 31 M.R.S. §§ 1521-1524 — agreement scope, duty modification, nonmodifiable provisions, assent, preformation terms, and amendment method. https://legislature.maine.gov/statutes/31/title31sec1521.html, https://legislature.maine.gov/statutes/31/title31sec1522.html, https://legislature.maine.gov/statutes/31/title31sec1523.html, and https://legislature.maine.gov/statutes/31/title31sec1524.html (accessed 2026-07-27)
• 31 M.R.S. §§ 1531-1532 — agreement requirement and timing, formation, limited public notice, and certificate amendments. https://legislature.maine.gov/statutes/31/title31sec1531.html and https://legislature.maine.gov/statutes/31/title31sec1532.html (accessed 2026-07-27)
• 31 M.R.S. § 1541 — agreement, member, statement, and status authority. https://legislature.maine.gov/statutes/31/title31sec1541.html (accessed 2026-07-27)
• 31 M.R.S. §§ 1551, 1554-1556, and 1558-1559 — admission, distributions, voting, management, records, and duties. https://legislature.maine.gov/statutes/31/title31sec1551.html, https://legislature.maine.gov/statutes/31/title31sec1554.html, https://legislature.maine.gov/statutes/31/title31sec1555.html, https://legislature.maine.gov/statutes/31/title31sec1556.html, https://legislature.maine.gov/statutes/31/title31sec1558.html, and https://legislature.maine.gov/statutes/31/title31sec1559.html (accessed 2026-07-27)
• 31 M.R.S. § 1572 — economic-only transfer, written notice, and retained member rights. https://legislature.maine.gov/statutes/31/title31sec1572.html (accessed 2026-07-27)
• Official current Chapter 21 PDF — complete act generated October 20, 2025 and current through October 1, 2025. https://legislature.maine.gov/statutes/31/title31ch21.pdf (accessed 2026-07-27)