Protected and Registered Series LLC Formation Requirements in Maine

Short answer Maine Title 31, Chapter 21 provides for an ordinary LLC formed by a filed certificate and an existing LLC agreement. The current complete Chapter 21 and Title 31 chapter index provide no domestic protected, registered, or designated series establishment procedure or statutory interseries liability rule. Members may put other matters in the ordinary certificate, but that does not create a statutory protected series.

State

Maine

Statute checked

September 27, 2026

Sources

7 statutes

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At a glance

Governing act and covered entity	31 M.R.S. ch. 21, Limited Liability Companies; ordinary domestic LLC formed under § 1531.
Domestic series route	No domestic series route in current complete Chapter 21 and Title 31 index; § 1531 forms an ordinary LLC.
Parent LLC authorization and notice	Ordinary certificate names LLC and required agent information and may include member-chosen matters; LLC agreement must exist (§ 1531(1)(A)-(B)).
Who creates a series and when	N/A to domestic series; one or more authorized persons execute the ordinary certificate; LLC forms on filing or specified later time, with substantial compliance (§ 1531(1)(A),(2)).
Series-level public filing	N/A to domestic series; ordinary certificate is filed with Secretary of State; filing gives limited statutory notice (§ 1531(1)(A),(3)).
Series name	N/A to domestic series; ordinary certificate states the LLC name (§ 1531(1)(A)(1)).
Records and associated assets	N/A to domestic series; Chapter 21 has no statutory series asset-association test.
Statutory asset segregation	No parent/series or interseries liability-segregation rule in current Chapter 21; § 1531(2) makes the ordinary LLC a separate legal entity.
Changes and termination	N/A to domestic series; Chapter 21 has no series designation or termination filing.
Outside scope and effect limits	Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts.

Ordinary LLC procedure under Chapter 21

Under 31 M.R.S. § 1531(1)(A), authorized persons execute and file an ordinary certificate of formation. Section 1531(1)(A)(1) requires the LLC's name, while § 1531(1)(B) requires an LLC agreement and § 1531(1)(C) requires at least one member. Under § 1531(2), the company forms at filing or a specified later time with substantial statutory compliance, and it is a separate legal entity. Section 1531(3) limits the notice given by a filed certificate.

The current complete Chapter 21 index and Title 31 chapter index provide no domestic protected-, registered-, or designated-series establishment procedure. The current LLC chapter has no statutory parent/series asset-segregation rule.

What trips people up

Section 1531(1)(A)(3) permits member-chosen matters in the ordinary certificate. It does not supply a statutory series designation or make an internal division a separate liability-segregated entity.

Common questions

Can an LLC agreement alone establish a statutory protected series? Section 1531(1)(B) requires an agreement for the ordinary LLC, but current Chapter 21 has no domestic protected-series establishment route.

Does a delayed certificate date apply to a series? Section 1531(2) concerns the ordinary LLC's formation. Chapter 21 has no separate domestic series effective-time provision.

Statutes and sources

31 M.R.S. § 1531(1)(A): “One or more authorized persons must execute a certificate of formation. The certificate of formation must be filed in the office of the Secretary of State and set forth:” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).
31 M.R.S. § 1531(1)(A)(1): “The name of the limited liability company;” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).
31 M.R.S. § 1531(1)(A)(3): “Any other matters the members determine to include.” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).
31 M.R.S. § 1531(1)(B): “A limited liability company agreement must be entered into or otherwise existing. The limited liability company agreement may be entered into either before, after or at the time of the filing of a certificate of formation.” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).
31 M.R.S. § 1531(1)(C): “The limited liability company must have one or more members.” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).
31 M.R.S. § 1531(2): “A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter is a separate legal entity.” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).
31 M.R.S. § 1531(3): “The fact that a certificate of formation is on file in the office of the Secretary of State is notice of the matters required to be included by subsection 1, paragraph A, subparagraphs (1) and (2) and matters that may be included pursuant to section 1611, subsection 2, but is not notice of any other fact.” https://legislature.maine.gov/statutes/31/title31sec1531.html (accessed 2026-09-27).

Source links

Every statute quoted above, linked, with the date we checked it.

31 M.R.S. § 1531(1)(A) · accessed 2026-09-27

31 M.R.S. § 1531(1)(A)(1) · accessed 2026-09-27

31 M.R.S. § 1531(1)(A)(3) · accessed 2026-09-27

31 M.R.S. § 1531(1)(B) · accessed 2026-09-27

31 M.R.S. § 1531(1)(C) · accessed 2026-09-27

31 M.R.S. § 1531(2) · accessed 2026-09-27

31 M.R.S. § 1531(3) · accessed 2026-09-27

This page gives general legal information about an ordinary domestic LLC's statutory route to establish a protected, registered, or designated series. It is not legal, tax, or financial advice. Governing documents, public filings, asset records, contracts, and the current statute determine which rules apply. The table does not determine whether a series is valid or its assets are protected in a particular dispute. Foreign-state, bankruptcy, tax, regulated-entity, and creditor rules may differ. Confirm current official law and obtain licensed advice for a specific structure or dispute.

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