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Maine Single-Member LLC Operating Agreement

Create a Maine single-member LLC operating agreement with state-specific guidance on default distribution rules, fiduciary duty waivers, and annual filing requirements.

Introduction

A single-member LLC operating agreement is the internal document where you, as the sole owner of a Maine LLC, set the rules for how your business runs, how distributions are handled, and what happens if you bring on a partner or close the business later. Maine does not require an operating agreement to be in writing or even signed; the Maine Limited Liability Company Act defines an operating agreement to include an oral or implied agreement, even for a single member. Maine's Act also has no formal manager-managed structure, so members direct the LLC themselves by default. Writing your agreement down and naming a successor is still the clearest way to protect the business.

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Key Things to Know

  1. 1

    Maine does not require an operating agreement to be in writing or signed; the Maine LLC Act defines an operating agreement to include an oral or implied agreement, even for a single member (31 M.R.S. Section 1502(15)).

  2. 2

    Without an operating agreement, Maine law allocates distributions based on the agreed value of each member's contributions, not split evenly among members (31 M.R.S. Section 1554).

  3. 3

    Maine's LLC Act has no statutory 'manager-managed' election. By default, members direct the LLC themselves: a majority decides ordinary matters, and all members must consent to anything outside the ordinary course, including amending the agreement (31 M.R.S. Section 1556).

  4. 4

    Maine's charging order statute makes a charging order the exclusive remedy against a member's LLC interest, but its text does not address single-member LLCs specifically, and no Maine case law on the point was found in this research (31 M.R.S. Section 1573).

  5. 5

    A written operating agreement can expand, restrict, or even eliminate a member's fiduciary duties, but it can never eliminate a member's liability for a bad-faith violation of the implied covenant of good faith and fair dealing (31 M.R.S. Section 1521).

  6. 6

    You form a Maine LLC by filing a Certificate of Formation ($175 fee) with the Secretary of State. The operating agreement itself is never filed with the state; Maine LLCs also file an $85 Annual Report every year between January 1 and June 1, with no separate franchise tax.

  7. 7

    If a sole member dissociates and no successor member is admitted, Maine law dissolves the LLC automatically after 90 consecutive days with no members, so naming a successor matters (31 M.R.S. Section 1595).

Key decisions before you file

Before you file a LLC Operating Agreement in Maine, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.

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Maine-Specific Provisions

Use this together with the complete LLC operating agreement template, which covers the standard provisions your agreement also needs: capital contributions, management structure, meetings, transfers, withdrawal, and dissolution. The sections below cover only what is specific to Maine law.

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, including the Maine Limited Liability Company Act, 31 M.R.S. Sections 1501 through 1693.

2. Enforceability; Sole Member Agreement

This Agreement constitutes the Company's limited liability company agreement under 31 M.R.S. Section 1502(15) and is enforceable even though the undersigned is the sole Member, as the Act defines an agreement to include a written, oral, or implied agreement and confirms a one-member agreement is not unenforceable solely because only one person is a party to it.

3. Allocation of Distributions

Unless otherwise stated elsewhere in this Agreement, distributions shall be made on the basis of the agreed value, as stated in the Company's written records, of each Member's contributions to the Company, as provided by 31 M.R.S. Section 1554 in the absence of a contrary agreement.

4. Fiduciary Duties and Good Faith

A Member's duties, including fiduciary duties, to the Company or to another Member may be expanded, restricted, or eliminated by this Agreement, as provided by 31 M.R.S. Section 1521(3)(A). This Agreement does not, and may not, eliminate or limit a Member's liability for money damages for a bad faith violation of the implied covenant of good faith and fair dealing, which exists in every limited liability company agreement under 31 M.R.S. Section 1522.

5. Indemnification

The Company may indemnify and hold harmless a Member or other person, pay in advance or reimburse expenses incurred by a Member or other person, and purchase and maintain insurance on behalf of a Member or other person, as authorized by 31 M.R.S. Section 1557.

6. Succession on Dissociation

If the Member ceases to be a member of the Company and no successor Member is admitted, the Company will dissolve by operation of law after 90 consecutive days with no members, as provided by 31 M.R.S. Section 1595(1)(C). [NAME OF SUCCESSOR MEMBER OR SUCCESSION PROCEDURE, IF ANY]

7. Execution

This Agreement is effective as of the date signed below. Maine law does not require this Agreement to be notarized or witnessed. This Agreement is not filed with the Maine Secretary of State; only the Certificate of Formation and the Annual Report are public filings.

[MEMBER] Signature: _____________________ Date: _____________

Printed Name: _____________________

Maine Requirements for LLC Operating Agreement

Formation and Certificate of Formation (31 M.R.S. § 1531)

The LLC is formed by filing a Certificate of Formation, not Articles of Organization, with the Maine Secretary of State, currently a $175 filing fee (31 M.R.S. Section 1531; Section 1680(13)). Maine's LLC Act uses the term "Certificate of Formation" throughout; the Certificate is incorporated by reference into this Operating Agreement.

Limited Liability Protection (31 M.R.S. § 1544)

The members of the LLC shall not be personally liable for any debt, obligation, or liability of the LLC solely by reason of being a member, as provided under Maine law. This Operating Agreement shall not be construed to diminish the limited liability protection provided to members under the Maine LLC Act.

Management Structure (31 M.R.S. § 1556)

Maine's LLC Act has no statutory "manager-managed" election; there is no member-managed/manager-managed choice to make in the Certificate of Formation. By default, the LLC's activities are under the direction of its members: a majority of members decides ordinary-course matters, and the consent of all members is required to amend the Operating Agreement or approve any other extraordinary act (31 M.R.S. Section 1556).

Fiduciary Duties (31 M.R.S. § 1559)

Members (Maine's Act has no separate statutory "manager" role) owe a default duty of good faith, diligence, care, and skill (31 M.R.S. Section 1559). This Operating Agreement may expand, restrict, or eliminate those duties, but it may not eliminate a member's liability for money damages from a bad-faith violation of the implied covenant of good faith and fair dealing (31 M.R.S. Section 1521(3)(A)).

Operating Agreement Authority (31 M.R.S. § 1521)

This Operating Agreement governs relations among members and between members and the LLC; to the extent it does not otherwise provide, the Maine LLC Act governs (31 M.R.S. Section 1521). The Operating Agreement may not restrict the statutory rights of a person other than a member or a transferee of a membership interest (31 M.R.S. Section 1522(1)(D)).

Records and Information (31 M.R.S. § 1558)

Maine's LLC Act does not itself mandate a fixed list of records the LLC must keep. What it provides is a member's right, on 10 days' written notice, to inspect and copy any LLC record reasonably related to the member's rights and duties under the Operating Agreement or the Act (31 M.R.S. Section 1558). A dissociated member has a similar right on 30 days' notice, limited to the period they were a member.

Allocation of Profits and Losses (31 M.R.S. § 1554)

The Operating Agreement must specify how profits, losses, and distributions will be allocated among members. In the absence of such provisions, Maine law provides that they shall be allocated in proportion to the value of contributions made by each member.

Member Voting Rights (31 M.R.S. § 1556)

Maine law does not weight voting by each member's share of profits. By default, a matter in the ordinary course of the LLC's activities is decided by a majority of the members, one member, one vote, while approving a merger or conversion, amending the Operating Agreement, or any other act outside the ordinary course requires the consent of all members (31 M.R.S. Section 1556).

Transfer of Membership Interests (31 M.R.S. § 1572)

A transfer of a member's transferable interest is permissible and does not by itself cause the LLC's dissolution, but it does not entitle the transferee to participate in management or access LLC records unless admitted as a member with the consent of all other members (31 M.R.S. Section 1572). The transferee does retain the right to receive distributions the transferor would otherwise receive.

Dissociation of Members (31 M.R.S. § 1582)

Maine law provides specific events that cause a member's dissociation, including voluntary withdrawal, expulsion, death, or bankruptcy of a member (31 M.R.S. Section 1582). The bankruptcy-triggered dissociation event does not apply to a person who is the sole remaining member of the LLC, a distinction that matters for a single-member LLC.

Dissolution and Winding Up (31 M.R.S. § 1595)

A Maine LLC dissolves upon an event stated in the Operating Agreement, the consent of all members, or certain judicial orders (31 M.R.S. Section 1595). It also dissolves automatically after 90 consecutive days during which it has no members, so a single-member LLC should name a successor member in advance to avoid this trigger.

Amendment of Operating Agreement (31 M.R.S. § 1556(3)(B))

The consent of all members of the LLC is required to amend the Operating Agreement, unless the Operating Agreement itself provides a different procedure (31 M.R.S. Section 1556(3)(B)). This is a default rule the members may vary in the Operating Agreement.

Indemnification and Insurance (31 M.R.S. § 1557)

The LLC may indemnify and hold harmless a member or other person, advance or reimburse expenses, and purchase and maintain insurance on a member's or other person's behalf, subject to the standards set in this Operating Agreement (31 M.R.S. Section 1557). Indemnification under Maine's Act is discretionary, not automatic; the Operating Agreement should state its own terms.

Dispute Resolution (14 M.R.S. § 5927 et seq.; 9 U.S.C. § 1 et seq.)

A written agreement to arbitrate an existing or future controversy is valid, enforceable, and irrevocable under Maine's Uniform Arbitration Act, except on grounds that would revoke any contract (14 M.R.S. Section 5927). The Operating Agreement should state its own mediation, arbitration, or litigation procedure for member disputes.

Frequently Asked Questions

It's the internal document where a Maine LLC's sole owner sets the rules for running the business and handling distributions. Maine doesn't require it to be written or signed, and its statute defines an agreement to include an oral or implied one, though writing it down is still the clearest proof the LLC is a real business.

Not by legal requirement. The Maine Limited Liability Company Act defines an operating agreement to include an oral or implied one, even for a sole member (31 M.R.S. Section 1502). But without a written one, state default rules fill every gap automatically, including a contribution-based distribution split rather than one you choose yourself.

Maine's default LLC rules fill the gap. Distributions get allocated based on the agreed value of each member's contributions rather than however you'd choose to split them, which matters most once you bring on a second member and haven't defined your own split (31 M.R.S. Section 1554).

It supports that protection. Maine law makes a charging order the exclusive remedy against your LLC interest, and a creditor cannot foreclose on it. The statute doesn't address single-member LLCs specifically, and no Maine case law on the point was found, so keeping clean, separate records still matters.

Maine has no separate annual franchise tax. Maine LLCs instead file an Annual Report with the Secretary of State every year, currently $85 for a domestic LLC, due between January 1 and June 1 starting the year after formation, plus a $50 penalty if it's filed late.

No. You file a Certificate of Formation ($175 fee) with the Maine Secretary of State to form the LLC, but the operating agreement itself is an internal document you keep with your own records. It's never submitted to the state.

Broadly yes. A written operating agreement can expand, restrict, or even eliminate a member's fiduciary duties. The one firm limit: the agreement can never eliminate a member's liability for money damages from a bad-faith violation of the implied covenant of good faith and fair dealing (31 M.R.S. Section 1521).