CERTIFICATE OF FORMATION
AND INITIAL ARTICLES OF ORGANIZATION
OF [LLC NAME]
A MAINE LIMITED LIABILITY COMPANY
[// GUIDANCE: This template is designed to satisfy the filing requirements under Me. Rev. Stat. Ann. tit. 31, § 1531 (2023) (the “Act”) and to provide optional, more robust “Articles” provisions that go beyond the statutory minimum. The first three Sections (“Document Header,” “Definitions,” and “Operative Provisions”) contain all information customarily required for filing with the Maine Secretary of State. The remaining Sections are internal governance provisions that may be retained as part of the public filing or moved into a separate Operating Agreement at counsel’s discretion.]
TABLE OF CONTENTS
- DOCUMENT HEADER
- DEFINITIONS
- OPERATIVE PROVISIONS
- REPRESENTATIONS & WARRANTIES
- COVENANTS & RESTRICTIONS
- DEFAULT & REMEDIES
- RISK ALLOCATION
- DISPUTE RESOLUTION
- GENERAL PROVISIONS
- EXECUTION BLOCK
1. DOCUMENT HEADER
1.1 Effective Date. These Articles of Organization (these “Articles”) shall be effective on the earlier of (i) the date endorsed by the Secretary of State of the State of Maine, or (ii) [EFFECTIVE DATE] pursuant to a delayed-effective filing authorized by the Act.
1.2 Name of Limited Liability Company. The name of the limited liability company is “[LLC NAME], LLC” (the “Company”).
[// GUIDANCE: Insert exactly as reserved with the Secretary of State. Include corporate designator “Limited Liability Company,” “L.L.C.,” or “LLC.”]
1.3 Formation Statute. These Articles are filed pursuant to the Maine Limited Liability Company Act, Me. Rev. Stat. Ann. tit. 31, §§ 1501–1663 (2023) (the “Act”).
1.4 Registered Agent and Registered Office.
(a) Registered Agent: [REGISTERED AGENT NAME]
(b) Registered Office (Street Address, No P.O. Box): [REGISTERED OFFICE ADDRESS, CITY, ME ZIP]
1.5 Principal Office. [PRINCIPAL BUSINESS ADDRESS, CITY, STATE ZIP]
1.6 Type of Management. The Company shall be [☐ member-managed | ☐ manager-managed].
[// GUIDANCE: Check one box and delete the other.]
1.7 Duration. The Company shall have a perpetual existence unless dissolved as provided herein or under the Act.
1.8 Purpose. The Company may engage in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Maine.
2. DEFINITIONS
For purposes of these Articles, capitalized terms have the meanings set forth below. Any term not defined herein but defined in the Act shall have the meaning ascribed to it in the Act.
“Act” – the Maine Limited Liability Company Act, Me. Rev. Stat. Ann. tit. 31, §§ 1501 et seq. (2023), as the same may be amended from time to time.
“Articles” – these Certificate of Formation & Initial Articles of Organization, as the same may be amended or restated.
“Business Court” – the Maine Business and Consumer Court or any successor court exercising comparable jurisdiction.
“Company” – [LLC NAME], LLC.
“Indemnified Party” – each Member, Manager, officer, employee, or agent entitled to indemnification under Section 7.1.
“Manager” – an individual or entity designated as a Manager pursuant to Section 3.4 (if Manager-managed).
“Member” – a person admitted as a member of the Company in accordance with the Act and the Operating Agreement.
“Operating Agreement” – the limited liability company agreement of the Company contemplated by Section 3.6.
3. OPERATIVE PROVISIONS
3.1 Admission of Members. The person executing these Articles as Organizer admits the following Members effective as of the Effective Date:
• [MEMBER NAME #1] – [PERCENTAGE]%
• [MEMBER NAME #2] – [PERCENTAGE]%
3.2 Capital Contributions. Each Member shall contribute the property or cash set forth opposite such Member’s name in the Company’s books and records. Additional capital contributions shall be governed by the Operating Agreement.
3.3 Limited Liability. No Member, Manager, or officer shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being or acting as a Member, Manager, or officer, as provided in § 1526 of the Act.
3.4 Management.
(a) Member-Managed. If the Company is member-managed, the Members collectively shall manage the business and affairs of the Company.
(b) Manager-Managed. If the Company is manager-managed, management shall be vested in one or more Managers, initially:
• [MANAGER NAME]
[// GUIDANCE: Insert additional Managers as needed.]
Managers may act by majority vote unless otherwise provided in the Operating Agreement.
3.5 Authority to Bind. No Member or Manager may bind the Company except in the ordinary course of the Company’s business or as authorized in writing by the Members or Managers, as applicable.
3.6 Operating Agreement. Within [__] days after the Effective Date, the Members shall adopt a written Operating Agreement governing the rights and obligations of the Members, Managers, and the Company (“Operating Agreement Mandate”).
[// GUIDANCE: While Maine permits oral or implied agreements, a written Operating Agreement is strongly recommended. This Section creates a contractual obligation among Members.]
3.7 Publication Requirement. The State of Maine does not impose any statutory publication requirement for newly formed LLCs. No further action is required under this Section unless future law mandates otherwise.
[// GUIDANCE: Included to satisfy the “Publication Requirements” metadata; update if legislation changes.]
3.8 Additional Filings. The Organizer shall file any assumed name certificates, tax registrations, or local permits as may be required by law.
4. REPRESENTATIONS & WARRANTIES
4.1 Organizer. The Organizer represents and warrants that:
(a) The information contained in these Articles is true, correct, and complete as of the Effective Date;
(b) The Organizer has obtained each Member’s consent to the filing of these Articles; and
(c) The Organizer is duly authorized to execute and file these Articles.
4.2 Members. Each Member, by execution of the Operating Agreement or by taking any action as a Member, represents and warrants to the Company and to each other Member that such Member:
(a) Is legally competent and has full power and authority to become a Member;
(b) Is acquiring the Membership Interest for such Member’s own account and not with a view to distribution in violation of applicable securities laws; and
(c) Has reviewed, understands, and agrees to be bound by these Articles and the Operating Agreement.
4.3 Survival. The representations and warranties set forth in this Section 4 shall survive indefinitely.
5. COVENANTS & RESTRICTIONS
5.1 Affirmative Covenants. The Company shall:
(a) Maintain its registered agent and office in the State of Maine;
(b) File all annual reports and pay all fees required by the Secretary of State;
(c) Maintain complete and accurate books, records, and accounts; and
(d) Maintain insurance in commercially reasonable amounts, including general liability coverage.
[// GUIDANCE: Tailor insurance requirements to the Company’s specific activities.]
5.2 Negative Covenants. Without the prior written consent of [☐ a Majority-in-Interest of Members | ☐ all Managers], the Company shall not:
(a) Merge or consolidate with any other entity;
(b) Amend these Articles or the Operating Agreement;
(c) Make any assignment for the benefit of creditors; or
(d) Commence voluntary dissolution.
5.3 Notice Obligations. Any Member aware of a material breach of these Articles or the Operating Agreement shall provide written notice to the Company and each other Member within five (5) business days of discovery.
6. DEFAULT & REMEDIES
6.1 Events of Default. Each of the following shall constitute an “Event of Default”:
(a) Failure by a Member to make a required capital contribution within thirty (30) days after written demand;
(b) Willful misconduct or gross negligence in the conduct of Company business;
(c) Material breach of these Articles or the Operating Agreement that remains uncured for fifteen (15) days after written notice; or
(d) Bankruptcy or insolvency of a Member.
6.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, the non-defaulting Members or the Company may, in addition to any remedies provided under the Act or at law or in equity:
(a) Suspend the defaulting Member’s voting rights;
(b) Require the defaulting Member to sell its Membership Interest to the Company or to the non-defaulting Members at a discount of [__]% of Fair Market Value;
(c) Pursue specific performance, injunctive relief, or damages; and
(d) Recover reasonable attorneys’ fees, expenses, and court costs incurred in enforcing these Articles.
7. RISK ALLOCATION
7.1 Indemnification of Members, Managers, and Others. The Company shall indemnify, defend, and hold harmless each Indemnified Party to the fullest extent permitted by § 1585 of the Act against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of such party’s status or activities on behalf of the Company, except to the extent the loss is the result of such party’s fraud, willful misconduct, or knowing violation of law.
7.2 Advancement of Expenses. The Company shall advance expenses to an Indemnified Party upon receipt of an undertaking to repay such advances if it is ultimately determined that the Indemnified Party is not entitled to indemnification.
7.3 Limitation of Liability. To the maximum extent permitted under § 1526 of the Act, no Member, Manager, or officer shall be liable to the Company or to any other Member for monetary damages for breach of fiduciary duty.
7.4 Insurance. The Company shall purchase and maintain directors & officers (D&O) liability insurance in an amount of not less than $[AMOUNT].
7.5 Force Majeure. No party shall be liable for any delay or failure to perform resulting from acts beyond its reasonable control, including acts of God, war, terrorism, pandemics, governmental action, or power or Internet failure, provided that the affected party promptly notifies the others and makes commercially reasonable efforts to resume performance.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles shall be governed by and construed in accordance with the laws of the State of Maine, without regard to its conflict-of-laws principles.
8.2 Forum Selection. Subject to Section 8.3, any court proceeding arising out of or relating to the Company, these Articles, or the Operating Agreement shall be brought exclusively in the Maine Business Court (or, if the Business Court lacks jurisdiction, the state courts of Maine sitting in [COUNTY] County).
8.3 Arbitration (Optional). If the Members elect by unanimous written consent to opt in to arbitration:
(a) Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Rules in effect at the time of filing;
(b) The seat of arbitration shall be Portland, Maine; and
(c) Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional). To the extent permitted by law, each party irrevocably waives any right to a trial by jury in any action or proceeding arising out of these Articles.
8.5 Injunctive Relief. Nothing in this Section 8 shall limit any party’s right to seek provisional or injunctive relief in any court of competent jurisdiction.
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended only by filing a Certificate of Amendment with the Secretary of State and by the approval of [☐ Members holding a Majority-in-Interest | ☐ all Members | ☐ a Majority of Managers].
9.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.
9.3 Assignment. No Member may assign, transfer, or encumber such Member’s Membership Interest except as expressly permitted in the Operating Agreement.
9.4 Successors and Assigns. These Articles shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
9.5 Severability. If any provision of these Articles is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
9.6 Entire Agreement; Integration. These Articles, together with the Operating Agreement, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, whether written or oral.
9.7 Counterparts; Electronic Signatures. These Articles may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Electronic signatures shall be deemed to have the same legal effect as original signatures.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization as of the Effective Date set forth above.
Organizer:
[ORGANIZER NAME], Organizer
Date: _____
[OPTIONAL MEMBER/MANAGER SIGNATURES]
[MEMBER/MANAGER NAME]
[Title:] [Member | Manager]
Date: _____
[ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED]
[// GUIDANCE: Maine does not require notarial acknowledgment for a Certificate of Formation. If counsel prefers notarization for evidentiary purposes, add an appropriate jurat here.]