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

Me. Rev. Stat. tit. 31, § 1637 (2026)

Closely held limited liability company

✓ current as of May 2026
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1.  Definition.  As used in this section, "closely held limited liability company" means a limited liability company that has:  
A. Fewer than 35 members; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. No transferable interests listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.   [PL 2011, c. 113, Pt. A, §21 (AMD).]
[PL 2011, c. 113, Pt. A, §21 (AMD).]
2.  Limitation on derivative actions.  Except to the extent ordered by the court in an action under subsection 3, paragraph A, sections 1632 to 1636 do not apply to a closely held limited liability company.  
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.  Exception to limitation on derivative actions.  If justice requires:  
A. A derivative action commenced by a member of a closely held limited liability company may be treated by a court as a direct action brought by the member for the member's own benefit; and   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Recovery in a direct or derivative action by a member of a closely held limited liability company may be paid directly to the plaintiff or to the closely held limited liability company if necessary to protect the interests of creditors or of other 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).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §21 (AMD).
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Notes of Decisions
Cited in 9 cases (2 in the last 5 years), 2014–2023 · leading case: Paul Beaudry v. Alan Harding, 2014 ME 126 (Me. 2014).
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Paul Beaudry v. Alan Harding, 2014 ME 126 (Me. 2014). “DISCUSSION [¶ 5] We are unpersuaded by Beau-dry’s argument that he is authorized to bring a derivative claim, see 31 M.R.S. § 1637 (2013), or that he may bring an individual claim when the only harm alleged is not a harm that is personal to him.”
Cianchette v. Cianchette (Me. Super. Ct 2019). · cites it 6× “The court concludes, however, that PET LLC constitutes a "closely held limited liability company" within the meaning of31 M.R.S. § 1637(1) and that Tucker's claims that Eric and Peggy have breached the LLC Agreement therefore fall within 31 M.”
Gleichman v. Scarcelli (Me. Super. Ct 2019). · cites it 4× “Their authority for this position is 31 M.R.S. § 1637 and Beaudry v. Harding, 2014 ME 126 , ! 5, 104 A.”
Marston v. Nappi (Me. Super. Ct 2023). · cites it 4× “" 31 M.R.S. § 1637 (2022). Section 1632 authorizes derivative actions.”
Colucci v. Colucci (Me. Super. Ct 2019). · cites it 2× “Viewing the facts of the complaint as true, Trillium Place Builders, LLC is a "closely held limited liability company" within the definition of 31 M.R.S. § 1637(1) (2016). (Compl., 3.) Accordingly, plaintiff may bring this claim as a direct action rather than as a derivative…”
Cianchette v. Cianchette (Me. Super. Ct 2021). · cites it 2× “Thus, Tucker’s claims may be treated as direct actions under 31 M.R.S. § 1637(3)(A), as they were in the 2016 Lawsuit.”
Beaulieu v. Campbell (Me. Super. Ct 2018). “In conducting this analysis, the Court is aware of the provisions of 31 M.R.S. § 1637 (3)(A), which provide that a derivative action commenced by a member of a closely held limited liability company may be treated as a direct action brought by the member for the member's…”
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.”
Morton v. Burr (Me. Super. Ct 2014). “§ 1631 (2013), and 2) a derivative action pursuant to 31 M.R.S. § 1637(3) (2013) (Count IX). The matter was approved for transfer to the Business and Consumer Court on June 11, 2013.”
— Me. Rev. Stat. tit. 31, § 1637(1) — 2 cases
Cianchette v. Cianchette (Me. Super. Ct 2019). “The court concludes, however, that PET LLC constitutes a "closely held limited liability company" within the meaning of31 M.R.S. § 1637(1) and that Tucker's claims that Eric and Peggy have breached the LLC Agreement therefore fall within 31 M.”
Colucci v. Colucci (Me. Super. Ct 2019). “Viewing the facts of the complaint as true, Trillium Place Builders, LLC is a "closely held limited liability company" within the definition of 31 M.R.S. § 1637(1) (2016). (Compl., 3.) Accordingly, plaintiff may bring this claim as a direct action rather than as a derivative…”
— Me. Rev. Stat. tit. 31, § 1637(2) — 2 cases
Cianchette v. Cianchette (Me. Super. Ct 2019). “The court concludes, however, that PET LLC constitutes a "closely held limited liability company" within the meaning of31 M.R.S. § 1637(1) and that Tucker's claims that Eric and Peggy have breached the LLC Agreement therefore fall within 31 M.”
Colucci v. Colucci (Me. Super. Ct 2019). “Viewing the facts of the complaint as true, Trillium Place Builders, LLC is a "closely held limited liability company" within the definition of 31 M.R.S. § 1637(1) (2016). (Compl., 3.) Accordingly, plaintiff may bring this claim as a direct action rather than as a derivative…”
— Me. Rev. Stat. tit. 31, § 1637(3) — 5 cases
Marston v. Nappi (Me. Super. Ct 2023). “" 31 M.R.S. § 1637 (2022). Section 1632 authorizes derivative actions.”
Cianchette v. Cianchette (Me. Super. Ct 2019). “The court concludes, however, that PET LLC constitutes a "closely held limited liability company" within the meaning of31 M.R.S. § 1637(1) and that Tucker's claims that Eric and Peggy have breached the LLC Agreement therefore fall within 31 M.”
Gleichman v. Scarcelli (Me. Super. Ct 2019). “Their authority for this position is 31 M.R.S. § 1637 and Beaudry v. Harding, 2014 ME 126 , ! 5, 104 A.”
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.”
Morton v. Burr (Me. Super. Ct 2014). “§ 1631 (2013), and 2) a derivative action pursuant to 31 M.R.S. § 1637(3) (2013) (Count IX). The matter was approved for transfer to the Business and Consumer Court on June 11, 2013.”
— Me. Rev. Stat. tit. 31, § 1637(3)(8) — 1 case
Cianchette v. Cianchette (Me. Super. Ct 2019). “The court concludes, however, that PET LLC constitutes a "closely held limited liability company" within the meaning of31 M.R.S. § 1637(1) and that Tucker's claims that Eric and Peggy have breached the LLC Agreement therefore fall within 31 M.”
— Me. Rev. Stat. tit. 31, § 1637(3)(A) — 3 cases
Cianchette v. Cianchette (Me. Super. Ct 2021). “Thus, Tucker’s claims may be treated as direct actions under 31 M.R.S. § 1637(3)(A), as they were in the 2016 Lawsuit.”
Cianchette v. Cianchette (Me. Super. Ct 2019). “The court concludes, however, that PET LLC constitutes a "closely held limited liability company" within the meaning of31 M.R.S. § 1637(1) and that Tucker's claims that Eric and Peggy have breached the LLC Agreement therefore fall within 31 M.”
Gleichman v. Scarcelli (Me. Super. Ct 2019). “Their authority for this position is 31 M.R.S. § 1637 and Beaudry v. Harding, 2014 ME 126 , ! 5, 104 A.”
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