Maine: LLC Operating Agreement Requirements

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)