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The Maine LLC operating agreement is a required legal document that helps to organize the business and set expectations for how it will run. The agreement includes features like voting rights, individual duties, and financial breakdowns to ensure every member is on the same page and held accountable.

From 31 ME Rev Stat § 1502 (2019):

15. Limited liability company agreement. “Limited liability company agreement” means any agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its activities. A limited liability company agreement of a limited liability company having only one member is not unenforceable by reason of there being only one person who is a party to the limited liability company agreement. A limited liability company agreement includes any amendments to the limited liability company agreement.

Maine Operating Agreement Law

Per 31 ME Rev Stat § 1521 (2019):

1. Agreement governs. Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company.

2. When agreement does not otherwise provide. To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.

3. Expansion, restriction or elimination of duties. Except as provided in section 1611, a member’s or other person’s duties may be expanded, restricted or eliminated as provided in this subsection.

A. To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member’s or other person’s duties may be expanded or restricted or eliminated by provisions in a written limited liability company agreement; except that the implied contractual covenant of good faith and fair dealing may not be eliminated.

B. A written limited liability company agreement may provide for the limitation or elimination of any liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement.

4. No liability for good faith reliance on agreement. Unless otherwise provided in a limited liability company agreement, a member or other person is not liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or other person’s good faith reliance on the provisions of the limited liability company agreement.

Forming an LLC in Maine

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To file formation articles, all Maine LLCs require a legally registered business name that includes one of the following designators:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company

The name cannot include government agencies such as Treasury, CIA, or FBI, and neither are “corp”, “inc”, or other business designators.

To use a professional title (such as Attorney at Law) as part of the LLC name, there must be a licensed practitioner who is part of the LLC and completes additional verification.

To conduct the name search, use the Maine Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Maine LLCs are required to appoint a registered agent that will accept legal documentation on behalf of the company. The representing agent can be an individual (either part of the LLC or not) or a registered agent service that is authorized to operate in the state.

An individual agent must:

  • Be 18 years or older
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Maine

Step 3: File Your Formation Articles

In Maine, each new LLC must file formation articles to officially register the business with the state.

At this time, Maine does not offer online filing services.

If you wish to pay filing fees by credit card, fill out the credit card payment voucher and include it with your submission.

Domestic LLC formations (in-state) must complete a Certificate of Formation to register a new LLC.

Mailed Filing (Domestic):

  • $175 filing fee, plus optional $50 for 24-hour processing or $100 for immediate processing
  • Turnaround time: 9-14 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101

In-Person Filing (Domestic):

  • $175 filing fee, plus optional $50 for 24-hour processing or $100 for immediate processing
  • Turnaround time: 9-14 business days, unless expedited
  • Fill out the form online or after printing and deliver to:

Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101

Foreign LLCs who are looking to do business in Maine must complete a “Statement of Foreign Qualification to Conduct Activities”, and include a copy of their Certificate of Existence from the initial state of filing, dated within 90 days of the LLC certificate filing.

Mailed Filing (Foreign):

  • $250 filing fee, plus optional $50 for 24-hour processing or $100 for immediate processing
  • Turnaround time: 9-14 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101

In-Person Filing (Foreign):

  • $250 filing fee, plus optional $50 for 24-hour processing or $100 for immediate processing
  • Turnaround time: 9-14 business days, unless expedited
  • Fill out the form online or after printing and deliver to:

Secretary of State
Division of Corporations, UCC and Commissions
101 State House Station
Augusta, ME 04333-0101

Step 4: Draft a Maine Operating Agreement

It is required that LLCs in Maine create an operating agreement regardless of how many directors are in the formation. This legal documentation is used to document capital contributions, organize responsibilities, set guidelines for day-to-day operations, grant voting rights, and more.

Additionally, the form helps to remove individual liability from the members of an LLC in the case of a lawsuit. This means that the individuals cannot be sued for their personal assets – just the business assets.

The document can settle disputes between multiple directors or act as proof in court when signed and acknowledged by all parties involved. It is recommended that all directors each keep a signed copy, and that a copy is held with the other business records until needed.

The agreement does not need to be filed with the state.