Me. Rev. Stat. » Title 31
Maine Revised Statutes

Me. Rev. Stat. tit. 31, § 1521 (2026)

Limited liability company agreement; scope, function and limitations

✓ current as of May 2026
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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.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).
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Notes of Decisions
Cited in 12 cases (3 in the last 5 years), 2014–2021 · leading case: Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019).
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Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). · cites it 4× “" 31 M.R.S. § 1521(1). The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”
Meridian Med. Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 (Me. 2021). “See 31 M.R.S. § 1521(3). We normally do not require citation of the legal theory to adequately plead a cause of action; it is enough that Carr identified his son and Allison as co-managers of the LLC.”
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). · cites it 4× “” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the agreement to the extent the agreement does not address a matter.”
Meridian Med. Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 (Me. 2021). “See 31 M.R.S. § 1521(3). We normally do not require citation of the legal theory to adequately plead a cause of action; it is enough that Carr identified his son and Allison as co-managers of the LLC.”
Cianchette v. Cianchette (Me. Super. Ct 2021). · cites it 3× “31 M.R.S. § 1521(2). Defendants assert the PET LLC Agreement speaks directly to how a business dissolution may be achieved.”
Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). · cites it 5× “31 M.R.S. § 1521 (emphasis added). As referenced in section 1522(1), there are certain categories of matters that members may not contract away or around, but merger is not one of 7 these matters.”
Nisbet v. Harp Investments LLC (Me. Super. Ct 2018). · cites it 2× “2d 839 ; 31 M.R.S. §§ 1521(3), 1559(3). Because plaintiff has failed to allege properly that Harp owes plaintiff any fiduciary obligations, he has failed to state a claim for relief premised on Harp's breaches of fiduciary duties.”
Gleichman v. Scarcelli (Me. Super. Ct 2019). · cites it 2× “The court concluded that a very similar liability waiver was insufficient to waive the LLC­ manager's fiduciary duties under 31 M.R.S. § 1521 (3)(A). Id. at *40 ("Accordingly, while section 5.”
Nisbet v. Harp Investments, LLC (Me. Super. Ct 2018). “Although an LLC operating agreement can impose fiduciary duties on members, 31 M.R.S. § 1521(3), plaintifrs complaint does not allege that the Three Amigos operating agreement imposes such duties.”
Old Town Util. & Tech. Park, LLC v. MFGR, LLC (Me. Super. Ct 2018). “) Plaintiffs allege that the OA imposes fiduciary obligations on managers and members involved in management, and the parties agree that the OA is a binding contract.”
Cianchette v. Cianchette (Me. Super. Ct 2019). “However, 31 M.R.S. §§ 1521(3)(A) and (B) expressly provide that the duties of a member- including any fiduciary duties - may be restricted or eliminated by the provisions of the limited liability agreement, "except that the implied contractual covenant of good faith and fair…”
Clavet v. Dean (Me. Super. Ct 2020). “31 M.R.S. § 1521(3)(A). “No Texas court has held that fiduciary duties exist between members of a limited liability company as a matter of law.”
— Me. Rev. Stat. tit. 31, § 1521(1) — 4 cases
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “" 31 M.R.S. § 1521(1). The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”
Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “31 M.R.S. § 1521 (emphasis added). As referenced in section 1522(1), there are certain categories of matters that members may not contract away or around, but merger is not one of 7 these matters.”
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the agreement to the extent the agreement does not address a matter.”
Old Town Util. & Tech. Park, LLC v. MFGR, LLC (Me. Super. Ct 2018). “) Plaintiffs allege that the OA imposes fiduciary obligations on managers and members involved in management, and the parties agree that the OA is a binding contract.”
— Me. Rev. Stat. tit. 31, § 1521(2) — 1 case
Cianchette v. Cianchette (Me. Super. Ct 2021). “31 M.R.S. § 1521(2). Defendants assert the PET LLC Agreement speaks directly to how a business dissolution may be achieved.”
— Me. Rev. Stat. tit. 31, § 1521(3) — 4 cases
Meridian Med. Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 (Me. 2021). “See 31 M.R.S. § 1521(3). We normally do not require citation of the legal theory to adequately plead a cause of action; it is enough that Carr identified his son and Allison as co-managers of the LLC.”
Meridian Med. Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 (Me. 2021). “See 31 M.R.S. § 1521(3). We normally do not require citation of the legal theory to adequately plead a cause of action; it is enough that Carr identified his son and Allison as co-managers of the LLC.”
Nisbet v. Harp Investments, LLC (Me. Super. Ct 2018). “Although an LLC operating agreement can impose fiduciary duties on members, 31 M.R.S. § 1521(3), plaintifrs complaint does not allege that the Three Amigos operating agreement imposes such duties.”
Nisbet v. Harp Investments LLC (Me. Super. Ct 2018). “2d 839 ; 31 M.R.S. §§ 1521(3), 1559(3). Because plaintiff has failed to allege properly that Harp owes plaintiff any fiduciary obligations, he has failed to state a claim for relief premised on Harp's breaches of fiduciary duties.”
— Me. Rev. Stat. tit. 31, § 1521(3)(A) — 8 cases
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “" 31 M.R.S. § 1521(1). The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the agreement to the extent the agreement does not address a matter.”
Cianchette v. Cianchette (Me. Super. Ct 2021). “31 M.R.S. § 1521(2). Defendants assert the PET LLC Agreement speaks directly to how a business dissolution may be achieved.”
Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “31 M.R.S. § 1521 (emphasis added). As referenced in section 1522(1), there are certain categories of matters that members may not contract away or around, but merger is not one of 7 these matters.”
Nisbet v. Harp Investments LLC (Me. Super. Ct 2018). “2d 839 ; 31 M.R.S. §§ 1521(3), 1559(3). Because plaintiff has failed to allege properly that Harp owes plaintiff any fiduciary obligations, he has failed to state a claim for relief premised on Harp's breaches of fiduciary duties.”
— Me. Rev. Stat. tit. 31, § 1521(3)(B) — 2 cases
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “" 31 M.R.S. § 1521(1). The default rules contained within the Act work to "backstop the agreement to the extent the agreement does not address a matter.”
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “” 31 M.R.S. § 1521(1). The default rules contained within the Act work to “backstop the agreement to the extent the agreement does not address a matter.”
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