Maine Revised Statutes

Me. Rev. Stat. tit. 31, § 1556 (2026)

Activities and affairs of limited liability company

✓ current as of May 2026
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1.  Direction; oversight of members.  The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Majority of members.  A matter in the ordinary course of activities of a limited liability company may be decided by a majority of the members.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  All members.  The consent of all members of a limited liability company is required to:  
A. Approve a merger or conversion under subchapter 12;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Amend the limited liability company agreement;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. Undertake any other act outside the ordinary course of the limited liability company's activities; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. Undertake, authorize or approve any other act or matter for which this chapter requires the consent of all members.   [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.  Without meeting; agent.  Any matter requiring the consent of the members of a limited liability company may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
5.  After dissolution, majority of members.  After dissolution, a matter in the ordinary course of winding up the activities of a limited liability company may be decided by a majority of the members.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
6.  No entitlement to remuneration.  This chapter does not entitle a member to remuneration for services performed for a limited liability company.  
[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 2 cases, 2014–2019 · leading case: The Witham Fam. Ltd. P'ship v. D.B.L. Enter., Inc. (Me. Super. Ct 2019).
The Witham Fam. Ltd. P'ship v. D.B.L. Enter., Inc. (Me. Super. Ct 2019). “See 31 M.R.S. § 1556(2). Again, by analogy, WFLP's argument is similar to positing that a President or the Chairman of the Board of a corporation is an "owner in control" of a business corporation so long as he also happens to own shares of the company.”
Beaudry v. Harding (Me. Super. Ct 2014). “31 M.R.S. § 1556(2). Unanimous consent is required for "any other act outside the ordinary course" of the company's activities.”
— Me. Rev. Stat. tit. 31, § 1556(2) — 2 cases
The Witham Fam. Ltd. P'ship v. D.B.L. Enter., Inc. (Me. Super. Ct 2019). “See 31 M.R.S. § 1556(2). Again, by analogy, WFLP's argument is similar to positing that a President or the Chairman of the Board of a corporation is an "owner in control" of a business corporation so long as he also happens to own shares of the company.”
Beaudry v. Harding (Me. Super. Ct 2014). “31 M.R.S. § 1556(2). Unanimous consent is required for "any other act outside the ordinary course" of the company's activities.”
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