LLC Statement-of-Authority and Third-Party Reliance Requirements in Maine

At a glance

Requirements one by one

Maine permits a compact general authority statement

Under 31 M.R.S. § 1542(1), an LLC may file a statement with the Secretary of State. It states the company name and may grant or limit one or more named people or everyone holding a company-related position from entering transactions or otherwise acting for or binding the company. The statute does not require an office address, affected caption, transaction category, or real-property description in the original.

Section 1541 integrates the filing with Maine’s agency rules. A person can bind the LLC under the agreement, member authorization, the effective statement, or other law. If no statement is effective, any manager, member, president, or treasurer has statutory power to bind the company.

A grant protects value-giving reliance unless contrary knowledge exists

Section 1542(3) makes an effective grant conclusive for a person who gives value in reliance unless that person knows the contrary when giving value. The statute does not add the multi-exception formula or limitation-as-notice rule used in some other states.

A filed statement may limit authority, and § 1541 conditions statutory binding power on the statement when one is effective. Whether a counterparty knows the contrary and how a particular grant, limit, agreement, or later record applies remain transaction-specific questions.

Realty stays inside the general rule

Maine’s statement covers transactions and acts for or binding the company without separating real-property instruments. Chapter 21 supplies no special certified-copy statement recording, land-record filing, or deemed-knowledge rule. A statement can therefore address realty through its own wording, but it does not by itself decide deed execution, acknowledgment, recording, title, priority, value, or contrary knowledge.

Amendment, cancellation, and denial change the statement

An amendment or cancellation states the LLC name, the affected statement’s filing date, and the amendment text or cancellation declaration. Under § 1543, a person named in a filed statement may file a denial giving that same company-and-date identification, denying authority, and stating that the LLC received a copy. The denial operates as an amendment.

A company certificate of cancellation cancels every statement of authority. The Act states no fixed automatic expiration or renewal cycle for an authority statement.

General filing rules supply signature, time, and fee

Under § 1676, a company-authorized person signs a company filing and the named person signs a denial; an agent or attorney-in-fact may sign. Section 1674 makes the record effective at filing or at a stated delayed date and time no more than ninety days later.

Section 1680 charges $50 for each original statement, amendment, cancellation, or denial. It also says a filing is not effective until the fee is paid.

What trips people up

• Maine has no realty/non-realty split. Do not import a certified-copy county-recording condition from another state’s uniform act.
• No effective statement triggers a broad default. A manager, member, president, or treasurer then has statutory power to bind under § 1541.
• A denial must first be furnished to the LLC. The filed record states that the named person supplied the company a copy.
• No five-year clock appears. Later amendment, cancellation, denial, or company cancellation—not automatic expiration—changes the filing.

Common questions

May the statement name a position instead of an individual?

Yes. It may cover all persons holding a company-related position or one or more specific people.

Is the filing conclusive for every outsider?

No. The statutory protection requires value given in reliance and fails to the extent the relying person knows the contrary.

Must a certified copy be recorded for a real-property transaction?

Chapter 21 states no special certified-copy or land-record condition for the authority statement. Separate deed, recording, title, and priority law still applies.

How long does a Maine authority statement last?

The statute supplies no fixed term. It remains subject to amendment, cancellation, denial, and cancellation through the company’s certificate of cancellation.

Statutes and sources

• 31 M.R.S. §§ 1541 to 1543 — binding-power routes, statement contents, value reliance, amendment, cancellation, company cancellation, and denial.
• 31 M.R.S. §§ 1674 and 1676 — delayed effectiveness and signers.
• 31 M.R.S. § 1680 — $50 statement, amendment, cancellation, and denial fees.

All quotations are from the current official Maine Revisor statute pages, accessed August 30, 2026, with a later-session amendment sweep.