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

Me. Rev. Stat. tit. 31, § 1521 (2026)

Limited liability company agreement; scope, function and limitations

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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).
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, 209 A.3d 745.
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Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87, 209 A.3d 745. · 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. “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. · 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, 250 A.3d 122. “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, No. CUMbcd-cv-19-42 (Me. Super. Ct June 28, 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, No. CUMbcd-cv-13-44 (Me. Super. Ct Mar. 31, 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, No. CUMcv-17-493 (Me. Super. Ct Apr. 26, 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, No. CUMbcd-cv-17-11 (Me. Super. Ct Mar. 7, 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, No. CUMbcd-cv-18-20 (Me. Super. Ct Dec. 6, 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, No. CUMbcd-re-17-11 (Me. Super. Ct May 25, 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, No. CUMcv-16-249 (Me. Super. Ct Sept. 24, 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, No. CUMbcd-cv-18-04 (Me. Super. Ct Jan. 8, 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, 209 A.3d 745. “" 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, No. CUMbcd-cv-13-44 (Me. Super. Ct Mar. 31, 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. “” 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, No. CUMbcd-re-17-11 (Me. Super. Ct May 25, 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, No. CUMbcd-cv-19-42 (Me. Super. Ct June 28, 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. “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, 250 A.3d 122. “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, No. CUMbcd-cv-18-20 (Me. Super. Ct Dec. 6, 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, No. CUMcv-17-493 (Me. Super. Ct Apr. 26, 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, 209 A.3d 745. “" 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. “” 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, No. CUMbcd-cv-19-42 (Me. Super. Ct June 28, 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, No. CUMbcd-cv-13-44 (Me. Super. Ct Mar. 31, 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, No. CUMcv-17-493 (Me. Super. Ct Apr. 26, 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, 209 A.3d 745. “" 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. “” 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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