Maine builds the LLC agreement into formation itself: state law says a limited liability company agreement must be entered into or otherwise existing when the LLC is formed. The same law allows that agreement to be written, oral, or implied, so Maine requires an agreement without requiring it to be a written contract.
Choose the version that matches your Maine LLC structure.
Is an Operating Agreement Required in Maine?
Yes, but it does not have to be written. Maine’s formation statute says a limited liability company agreement must be entered into or otherwise existing as part of forming the LLC. Maine separately defines that agreement broadly enough to include written, oral, and implied arrangements.
There is an important practical distinction. You file a Certificate of Formation, not the operating agreement. The official Maine Certificate of Formation, Form MLLC-6 currently carries a $175 filing fee. Maine’s formation statute and state form do not require the LLC agreement itself to be filed or notarized.
The unusual part is that Maine treats the agreement’s existence differently from its form. Once the Certificate of Formation has been filed and the LLC has at least one member, the statute says that is conclusive evidence that an LLC agreement exists.
What Maine Calls an LLC Operating 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.
Maine’s definition goes further: the agreement may be written, oral, or implied, it may govern a single-member LLC, and amendments become part of the agreement.
Maine does not make paper the condition for having an LLC agreement. Writing it down is what turns those terms into a clear record members can actually use.
Maine expressly recognizes an agreement for an LLC with only one member, so a second party is not needed for the agreement to be enforceable merely because it is single-member.
Under 31 M.R.S. § 1521(3), Maine gives written LLC agreements extra power over certain member and fiduciary duties. Those duties can be expanded, restricted, or eliminated in writing, but the implied covenant of good faith and fair dealing cannot be eliminated.
Maine LLC Rules That Apply by Default
Maine gives the LLC agreement broad control over internal affairs. When the agreement does not address an issue, Title 31, Chapter 21 supplies the default rule.
Ordinary-course matters are decided by a majority of the members. In Maine, that means members holding more than 50% of the profit interests, not necessarily more than half of the people. Amendments and other acts outside the ordinary course require all members.
§§1502(17), 1556Before dissolution, distributions follow the agreed value of each person’s contributions as shown in the LLC’s written records.
§1554Being a member does not by itself create a statutory right to be paid for services performed for the LLC.
§1556(6)A transferee can receive the economic rights that were transferred, but the transfer alone does not give the transferee management rights or access to company records.
§1572A member has the power to dissociate, but the departure can be wrongful in circumstances listed by statute, including a breach of the agreement, and damages may follow.
§1581If no statement of authority is in effect, Maine law gives a manager, member, president, or treasurer authority to bind the LLC. A filed statement of authority can define or limit who may act for the company.
§§1541-1542