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

Me. Rev. Stat. tit. 31, § 1559 (2026)

Duties of members and other persons

✓ current as of May 2026
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Except as may be set forth in the limited liability company agreement in accordance with sections 1521 and 1522, the following provisions apply.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
1.  Good faith; diligence; care; skill.  Persons shall discharge their duties under this chapter in good faith with a view to the interests of the limited liability company and of the members and with the degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. For purposes of this section, the interests of each low-profit limited liability company and its members include furthering the purposes set forth in its certificate of formation consistent with statements required to be made in its certificate of formation pursuant to section 1611, subsection 2.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.  Personal liability.  A member or other person may not be held personally liable for monetary damages for failure to discharge any duty unless the member or other person is found not to have acted honestly or in the reasonable belief that the action was in or not opposed to the best interests of the limited liability company or its members.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Fiduciary duty.  Subject to the terms of section 1521, subsection 3, paragraph A, a member not involved in the management of a limited liability company does not have a fiduciary duty to the limited liability company, or to any other member, or to another person that is a party to or is otherwise bound by a limited liability company agreement, solely by reason of being a member. A member may not be considered to be involved in the management of a limited liability company as a result of the following:  
A. Having the right to vote or elect those persons that will manage the business of a limited liability company; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Having the power to vote on, approve or veto certain material transactions or actions involving the limited liability company, including the sale, merger, conversion or dissolution of a limited liability company, the amendment of the limited liability company agreement or its certificate of formation, the issuance of additional interests or admission of new members, the incurrence of indebtedness or granting of liens, the acquisition of another business or any portion of another business, however effected, the timing and amount of distributions or the undertaking of any other action outside the ordinary course of the limited liability company's activities. The actions and transactions described in this paragraph are not intended to be exclusive and no inference may be made from the absence of a particular action or transaction from the list of actions and transactions in this paragraph.   [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).]
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 14 cases (3 in the last 5 years), 2018–2023 · 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 2× “31 M.R.S. § 1559(1), (3). The operating agreement of an LLC may then limit, expand, or eliminate those duties: 3.”
Clavet v. Dean (Me. Super. Ct 2020). · cites it 8× “Dean himself points out, the scope of section 1559 is “under this chapter,” and the Act has an entire subchapter dedicated to transfers of interests in LLCs.”
Meridian Med. Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 (Me. 2021). “[¶29] Applying this law, Carr’s fiduciary claim against ACT and NEA fails.”
Gleichman v. Scarcelli (Me. Super. Ct 2019). · cites it 5× “See 31 M.R.S. § 1559(1),(3). However, the Court declines to rule that her fiduciary duties in that capacity are so expansive as to impose a duty to reasonably avoid causing emotional harm to the Plai ntiffs based only on their status as members of the companies.”
Meridian Med. Sys., LLC v. Epix Therapeutics, Inc., 2021 ME 24 (Me. 2021). “[¶29] Applying this law, Carr’s fiduciary claim against ACT and NEA fails.”
Nisbet v. Harp Investments LLC (Me. Super. Ct 2018). · cites it 3× “See 31 M.R.S. § 1559(1), (3) (2017). Plaintiff alleges that Harp had a fiduciary duty to Three Amigos, its creditors, and its members because of Harp's status as a member of Three Amigos.”
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). · cites it 2× “31 M.R.S. § 1559(1), (3). The operating agreement of an LLC may then limit, expand, or eliminate those duties: 3.”
Cianchette v. Cianchette (Me. Super. Ct 2019). · cites it 2× “31 M.R.S. § 1559 (1) provides that, except as may be set forth in the LLC agreement, members of an LLC shall discharge their duties in good faith with a view to the interests of the LLC and the members and with the care and skill or an ordinarily 27 prudent person.”
Old Town Util. & Tech. Park LLC v. Consol. Edison Solutions Inc (D. Me. 2019). “2019) (citing 31 M.R.S.A. § 1559). However, “the operating agreement of an LLC may [] limit, expand, or eliminate those duties.”
Nisbet v. Harp Investments, LLC (Me. Super. Ct 2018). “31 M.R.S. § 1559(3). Although an LLC operating agreement can impose fiduciary duties on members, 31 M.”
Beaulieu v. Campbell (Me. Super. Ct 2018). “Breach of Fiduciary Duty (Count III) According to 31 M.R.S. § 1559(1), LLC members are required to discharge their duties in good faith with a view to the interests of the limited liability company and of the members.”
Ketchum v. Ketchum (Me. Super. Ct 2019). “Rich never waived the defense, and relies heavily on the 1 It is unclear, but Seth appears to be pursuing both a common law breach of fiduciary duty claim, and a statutory breach of fiduciary duty claim under 31 M.R.S. § 1559. The two claims are conceptually distinct.”
Show all 14 citing cases →
— Me. Rev. Stat. tit. 31, § 1559(1) — 6 cases
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “31 M.R.S. § 1559(1), (3). The operating agreement of an LLC may then limit, expand, or eliminate those duties: 3.”
Clavet v. Dean (Me. Super. Ct 2020). “Dean himself points out, the scope of section 1559 is “under this chapter,” and the Act has an entire subchapter dedicated to transfers of interests in LLCs.”
Tucker J. Cianchette v. Peggy A. Cianchette, 2019 ME 87 (Me. 2019). “31 M.R.S. § 1559(1), (3). The operating agreement of an LLC may then limit, expand, or eliminate those duties: 3.”
Nisbet v. Harp Investments LLC (Me. Super. Ct 2018). “See 31 M.R.S. § 1559(1), (3) (2017). Plaintiff alleges that Harp had a fiduciary duty to Three Amigos, its creditors, and its members because of Harp's status as a member of Three Amigos.”
Beaulieu v. Campbell (Me. Super. Ct 2018). “Breach of Fiduciary Duty (Count III) According to 31 M.R.S. § 1559(1), LLC members are required to discharge their duties in good faith with a view to the interests of the limited liability company and of the members.”
— Me. Rev. Stat. tit. 31, § 1559(2) — 1 case
Gleichman v. Scarcelli (Me. Super. Ct 2019). “See 31 M.R.S. § 1559(1),(3). However, the Court declines to rule that her fiduciary duties in that capacity are so expansive as to impose a duty to reasonably avoid causing emotional harm to the Plai ntiffs based only on their status as members of the companies.”
— Me. Rev. Stat. tit. 31, § 1559(3) — 6 cases
Gleichman v. Scarcelli (Me. Super. Ct 2019). “See 31 M.R.S. § 1559(1),(3). However, the Court declines to rule that her fiduciary duties in that capacity are so expansive as to impose a duty to reasonably avoid causing emotional harm to the Plai ntiffs based only on their status as members of the companies.”
Clavet v. Dean (Me. Super. Ct 2020). “Dean himself points out, the scope of section 1559 is “under this chapter,” and the Act has an entire subchapter dedicated to transfers of interests in LLCs.”
Nisbet v. Harp Investments, LLC (Me. Super. Ct 2018). “31 M.R.S. § 1559(3). Although an LLC operating agreement can impose fiduciary duties on members, 31 M.”
Nisbet v. Harp Investments LLC (Me. Super. Ct 2018). “See 31 M.R.S. § 1559(1), (3) (2017). Plaintiff alleges that Harp had a fiduciary duty to Three Amigos, its creditors, and its members because of Harp's status as a member of Three Amigos.”
Cianchette v. Cianchette (Me. Super. Ct 2019). “31 M.R.S. § 1559 (1) provides that, except as may be set forth in the LLC agreement, members of an LLC shall discharge their duties in good faith with a view to the interests of the LLC and the members and with the care and skill or an ordinarily 27 prudent person.”
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