Maine Revised Statutes

Me. Rev. Stat. tit. 31, § 1522 (2026)

Provisions of the chapter that may not be modified by the limited liability company agreement

✓ current as of May 2026

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1. Prohibited contents. A limited liability company agreement may not:

A. Vary the distinction between the limited liability company as an entity and its members under section 1504, subsection 1; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

B. Vary a limited liability company's capacity under section 1505 to sue and be sued in its own name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

C. Vary the law applicable under section 1506; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

D. Except as otherwise provided in section 1524, subsection 2, restrict the rights under this chapter of a person other than a member or transferee; [PL 2011, c. 113, Pt. A, §6 (AMD).]

E. Vary the power of the court under section 1677; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

F. Eliminate or limit a member's liability to the limited liability company and members for money damages for a bad faith violation of the implied contractual covenant of good faith and fair dealing; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

G. Waive the requirement of section 1553, subsection 1 that a contribution obligation be in writing; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

H. Vary the requirement to wind up the limited liability company's business as specified in section 1597. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

[PL 2011, c. 113, Pt. A, §6 (AMD).]

2. Good faith and fair dealing. Notwithstanding any contrary provision of law, there exists an implied contractual covenant of good faith and fair dealing in every limited liability company agreement.

[PL 2011, c. 113, Pt. A, §7 (AMD).]

SECTION HISTORY

PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §§6, 7 (AMD).

Notes of Decisions

Cited in 4 cases, 2013–2019 · leading case: Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014).

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Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). · cites it 4× “§§ 1522(l){D), 1524(2); "[v]ary the power of the court," 31 M.R.S. § 1522{l)(E); waive the requirement that a contribution to the LLC be made in writing, 31 M.”

Meridian Med. Sys., LLC v. Carr (Me. Super. Ct 2018). · cites it 2× “Kenneth argues that the Third-Party Complaint alleges violation of the implied duty of good faith and fair dealing that attaches to all limited liability company agreements, citing to 31 M.R.S. § 1522(2). According to 31 M.R.”

Cianchette v. Cianchette (Me. Super. Ct 2019). “§§ 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 dealing [established…”

Brown v. Grover (Me. Super. Ct 2013). “§ 1044(4) and 31 M.R.S. § 1522(2). Buying oil from Dead River and delivering the oil to Orrington Fuel's customers was the essence of Orrington Fuel's business.”

— Me. Rev. Stat. tit. 31, § 1522(1)(F) — 1 case

Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “§§ 1522(l){D), 1524(2); "[v]ary the power of the court," 31 M.R.S. § 1522{l)(E); waive the requirement that a contribution to the LLC be made in writing, 31 M.”

— Me. Rev. Stat. tit. 31, § 1522(2) — 3 cases

Meridian Med. Sys., LLC v. Carr (Me. Super. Ct 2018). “Kenneth argues that the Third-Party Complaint alleges violation of the implied duty of good faith and fair dealing that attaches to all limited liability company agreements, citing to 31 M.R.S. § 1522(2). According to 31 M.R.”

Cianchette v. Cianchette (Me. Super. Ct 2019). “§§ 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 dealing [established…”

Brown v. Grover (Me. Super. Ct 2013). “§ 1044(4) and 31 M.R.S. § 1522(2). Buying oil from Dead River and delivering the oil to Orrington Fuel's customers was the essence of Orrington Fuel's business.”

— Me. Rev. Stat. tit. 31, § 1522(l) — 1 case

Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “§§ 1522(l){D), 1524(2); "[v]ary the power of the court," 31 M.R.S. § 1522{l)(E); waive the requirement that a contribution to the LLC be made in writing, 31 M.”

— Me. Rev. Stat. tit. 31, § 1522(l)(G) — 1 case

Pound v. Weber Ins. Grp., LLC (Me. Super. Ct 2014). “§§ 1522(l){D), 1524(2); "[v]ary the power of the court," 31 M.R.S. § 1522{l)(E); waive the requirement that a contribution to the LLC be made in writing, 31 M.”

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