LIMITED LIABILITY COMPANY PACKET
for LICENSED PROFESSIONALS
STATE OF MAINE
Electronic Version
STATUTORY REFERENCE
Maine Revised Statutes – Title 31 – Chapter 13 – Limited Liability Companies
http://janus.state.me.us/legis/statutes/31/title31ch13sec0.html
Maine Revised Statutes – Title 13 – Chapter 22-A – Professional Service Corporation Act
http://janus.state.me.us/legis/statutes/13/title13ch22-Asec0.html
SELECTED STATUTES
§611. Nature of business
A limited liability company may be organized under this chapter for any lawful purpose . If the
purpose for which a limited liability company is organized or its form makes it subject to a
special provision of law, the limited liability company shall also comply with that provision. This
section is specifically intended to permit the formation of a professional limited liability
company by a person or persons who may form a professional corporation under the Maine
Professional Service Corporation Act. The provisions of that Act are incorporated in this chapter
by reference, except as follows:
1. Not applicable. Sections 701, 702, 704 to 706 and 713 to 715 do not apply.
2. Application. All references to:
A. Shareholders are deemed to be references to members;
B. Corporations, or corporations organized or incorporated under the Maine Professional Service
Corporation Act, are deemed to be references to professional limited liability companies;
C. Stock are deemed to be references to membership interests; and
D. Officers are deemed to be references to managers.
§603-A. Limited liability company name*
Requirements. A limited liability company name must contain the words "Limited Liability
Company," the abbreviation "L.L.C." or the designation "LLC" unless the limited liability
company is filing an assumed name under section 605-A or a registration of name under section
606-A.
If the words "Limited Liability Company," "Limited Liability Company, Chartered," "Limited
Liability Company, Professional Association," "Limited Liability Company, P.A." or any
of the designations without commas are used, a limited liability company may also use the
abbreviation "L.L.C." or the designation "LLC" without filing an assumed name under section
605-A.
*[Editor’s note: a Maine Professional LLC apparently should use the designation, ‘ LLC, PA ’ after its name,
being subject to both the LLC Act and Professional Service Corporation Act, and in fact this naming
convention is in widespread use among Maine Professional LLC’s, as confirmed by a checking the Secretary
of State’s website for company names, here: http://www.informe.org/icrs/ICRS , and searching for the term
‘PA’ in the category LIMITED LIABILITY COMPANY (DOMESTIC). Though apparently not strictly
enforced, the ‘LLC, PA’ designation seems most correct under the law.]
STEPS TO FORM LLC
Step 1: See FORM 1 - APPLICATION FOR RESERVATION OF NAME (see
Download page)
It is recommended that you reserve a LLC name in order to assure that your
Articles of Organization are not rejected because the name you have selected is
not available.
You may skip this step and go to Step 2, but if the name you have selected is
not available, the Articles of Organization will be rejected and returned to
you.
The Application for Reservation of Name should be typewritten or printed
legibly in black ink.
Enter the LLC name you want to reserve.
IMPORTANT NOTE: A Professional LLC name should contain the
following words:
“Limited Liability Company”, or the abbreviation, “L.L.C.”, or the
designation, “LLC” AND the words, “Professional Association”, or the
abbreviation, “P.A.”, or the designation, “PA”.
For example, a Professional LLC might use the name:
John & Smith, LLC, PA
A LLC name cannot be the same as or deceptively similar to any other
business name or assumed name on record.
Identify the applicant as an "Individual" or an entity. If the applicant is an
entity, identify the type of entity.
Provide the address of the Applicant.
Have the Applicant sign and date the Application.
Name availability may be checked prior to submitting this form by calling
(207) 287-4195 . This is, however, only a preliminary clearance. The final
decision regarding name availability will be made when the application is
submitted for filing.
A LLC name reservation is valid for a non-renewable 120 day period.
The filing fee to reserve a LLC name is $20.00.
File the original and one copy of the Application for Reservation of Name.
Mail the original and one copy of the Application for Reservation of Name
along with the $20.00 filing fee (Make check payable to the Maine Secretary of
State) , to:
Corporate Examining Section
Secretary of State
101 State House Station
Augusta, Maine 04333-0101
Telephone: 207-287-4195
Step 2: SEE FORM 2 – ARTICLES OF ORGANIZATION (see Download page)
Once you have reserved the limited liability company name, or if you have chosen
to proceed without reserving a name, you are ready to complete the Articles of
Organization.
Instructions to complete the Limited Liability Company Articles of
Organization:
The Articles of Organization should by typewritten or printed legibly in black
ink.
Note: This package is not for the formation of a professional LLC. Leave
the checkbox blank.
FIRST: Provide the LLC name you have reserved.
SECOND: Provide the name of the Registered Agent and the address of the
registered office.
THIRD: Indicate whether the LLC will be managed by the members or by
one or more managers. If management is by one or more managers, then
provide the minimum and maximum number of managers. If initial managers
have been selected, provide the name(s) and address(es) of the manager(s).
FOURTH: If you wish to provide any other information, then do so in this
space. You will probably elect not to provide any further information.
Have the Organizer(s) date the Articles and sign and type/print his/her
name(s). The Articles MUST be signed by ALL organizers. Only one
Organizer is required.
If the Organizer(s) is/are an entity(ies), provide the name of the entity, and
authorized signature, and the signature typed/printed.
Have the Registered Agent date, sign, and print/type his/her name.
If the Registered agent is a corporation, provide the information requested.
The filing fee for the Articles of Organization is $175.00.
File the original and one copy of the Articles of Organization.
Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION and
the $175.00 filing fee (make check payable to Secretary of State) to:
Corporate Examining Section
Secretary of State
101 State House Station
Augusta, Maine 04333-0101
Telephone: 207-287-4195
A sample cover letter to send with the Articles of is included in this packet.
SEE FORM 3 – SAMPLE TRANSMITTAL LETTER (see Download page)
Step 4: Upon return of the Articles of Organization complete the Operating Agreement.
SEE FORM 4 – OPERATING AGREEMENT (attached below)
Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4.
Mail to your regional IRS office.
SEE FORM 5 – IRS-SS-4 and IRS-SS-4-I (see Download page)
Step 6: Open a bank account and conduct business.
Step 7: Maintain Records
§655. Records and information
1. Records to be kept at principal place of business. A limited liability company
shall keep at its principal place of business the following:
A. A current list and a past list, with the full names and last known mailing
addresses of each member and manager in alphabetical order;
B. A copy of the articles of organization and all amendments to them, together
with executed copies of powers of attorney pursuant to which articles or
certificates have been executed;
C. Copies of the limited liability company's federal, state and local income tax
returns and financial statements, if any, for the 6 most recent years or, if the
returns and statements were not prepared, copies of the information and
statements provided to the members to enable them to prepare their federal,
state and local tax returns for that period;
D. Copies of effective operating agreements and all amendments and copies of
operating agreements no longer in effect; and
E. Unless provided in an operating agreement or articles of organization, a
writing setting out:
(1) The amount of cash and the agreed value of other property or services
contributed by each member and the times at which or events upon the
happening of which when additional contributions agreed upon by each
member are to be made;
(2) Events, if any, upon the happening of which a limited liability
company is to be dissolved and its affairs wound up; and
(3) Other writings prepared pursuant to a requirement in an operating
agreement.
...
5. Failure to keep records. Failure of a limited liability company to keep or
maintain records or information required by this section is not grounds for
imposing liability on a person for the debts and obligations of that limited liability
company.
* * *
Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney
for all serious legal matters. The information and forms contained herein are
not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORMS DOWNLOAD
To access the download page please do the following:
IMPORTANT NOTE : WRITE DOWN THE USERNAME AND PASSWORD SHOWN
BELOW BECAUSE YOU WILL NEED TO ENTER IT EXACTLY (case sensitive) TO
DOWNLOAD THE FORMS.
The download page you will access by using the link below contains links to download the forms
for this package, as well as a brief description of each form. Once you reach the download page,
the easiest procedure to download the forms is to right-click on the form links and select “save
target as” to save each form to your hard drive.
To access the download page you are required to use the following login (PLEASE WRITE
THIS DOWN):
USERNAME: zse724
PASSWORD: gee334
The download link can be accessed by any of the following methods:
- Copy the link below and paste into your browser URL location.
- Type the link below exactly (case sensitive) as shown into your browser.
- Click on the highlighted link below.
Download Link:
http://www.uslegalforms.com/data/corp/ME-00LLC/ME-00PLLC.htm
http://www.uslegalforms.com/data/corp/ME-00LLC/ME-00PLLC.htm
FORM 4
SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs.
It provides for the LLC to be operated by one or more managers OR by the members. You
will have to decide how you want your LLC to operate.
ALL MEMBERS (owners) AND MANAGERS (if any) ARE REQUIRED TO BE
LICENSED TO PRACTICE THE PROFESSION IN MAINE. INSERT THE NAME
OF YOUR PROFESSION IN THE BLANKS WHERE APPROPRIATE.
Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENT
OF
______________________________________
A MAINE LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT ("Agreement") is entered into the _____ day of
__________, 20___, by and between the following persons:
1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of LLC . The Parties have formed a Maine limited liability company named
___________________________________________________ ("LLC"). The operation of
the LLC shall be governed by the terms of this Agreement and the applicable laws of the
State of Maine relating to the formation, operation and taxation of a LLC, specifically the
provisions of the Maine Limited Liability Company Act (Maine Revised Statutes, Title 31,
Chapter 13), hereinafter referred to as the "Act." To the extent permitted by the Act, the
terms and provisions of this Agreement shall control if there is a conflict between such Law
and this Agreement. The Parties intend that the LLC shall be taxed as a partnership. Any
provisions of this Agreement, if any, that may cause the LLC not to be taxed as a partnership
shall be inoperative.
2. Articles or Organization . The Members acting through one of its Members,
_____________________________________, filed Articles of Organization, ("Articles")
for record in the office of the with the Maine Secretary of State on
_________________________, thereby creating the LLC.
3. Business . The business of the LLC shall be:
(a) _________________________________________________________________
_________________________________________________________________
_________________________________________________________________
and
(b) _________________________________________________________________
_________________________________________________________________
_________________________________________________________________
4. Registered Office and Registered Agent . The registered office and place of
business of the LLC shall be ___________________________________________________
______________________________________ and the registered agent at such office shall
be __________________________________________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration . The LLC will commence business as of the date the Members
contribute their capital investment in the LLC and will continue in perpetuity.
6. Fiscal Year . The LLC's fiscal and tax year shall end December 31.
ARTICLE II
MEMBERS
7. Initial Members . The initial members must all be licensed to practice
___________________ in Maine. The initial members of the LLC, their initial capital
contributions, and their percentage interest in the LLC are:
Initial Percentage Interest Capital
Members in LLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. New members must be licensed to practice
___________________ in Maine. New members may be admitted only upon the consent of
a majority of the Members and upon compliance with the provisions of this agreement.
ARTICLE III
MANAGEMENT
9. Management . The Members have elected to manage the LLC as follows:
The management of the LLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the
company. The President and Secretary may act for and on behalf of the LLC
and shall have the power and authority to bind the LLC in all transactions and
business dealings of any kind except as otherwise provided in this
Agreement.
The Members hereby delegate the management of the LLC to Manager(s),
subject to the limitations set out in this agreement.
a) The Members shall elect and may remove the Manager(s) by majority
vote. The Manager(s) shall be licensed to practice _________________
in Maine.
b) A Manager shall serve until a successor is elected by the Members.
c) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the LLC.
d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the LLC, including, but not limited to
signing checks, executing leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the
Members, the action of the Manager shall be based on a majority vote of
the Managers, with or without a meeting.
f) The c ompensation to the Manager(s) shall be in the discretion of the
majority of the Members of the LLC.
g) There shall be _________ initial Managers.
h) The initial Manager(s) is/are:
_________________________________________________________.
_________________________________________________________.
_________________________________________________________.
10. Officers and Relating Provisions . In the event the Members elect to manage
the LLC, rather than appointing a manager, the Members shall appoint officers for the LLC
and the following provisions shall apply:
(a) Officers . The officers of the LLC shall consist of a president, a treasurer
and a secretary, or other officers or agents as may be elected and appointed by the Members.
Members may hold more than one office. The officers shall act in the name of the LLC and
shall supervise its operation under the direction and management of the Members, as further
described below.
(b) Election and Term of Office . The officers of the LLC shall be elected
annually by the Members by a majority vote. Vacancies may be filled or new offices created
and filled at any meeting of the Members. Each officer shall hold office until his/her death,
until he/she shall resign, or until he/she is removed from office. Election or appointment of
an officer or agent shall not of itself create a contract right.
(c) Removal . Any officer or agent may be removed by a majority of the
Members whenever they decide that the best interests of the Company would be served
thereby. Such removal shall be without prejudice to the contract rights, if any, of the person
so removed.
(d) Vacancies . A vacancy is any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Members for the unexpired
portion of the term.
(e) President . The President shall be the chief executive officer of the LLC
and shall preside at all meetings of the Members. The President shall have such other powers
and perform such duties as are specified in this Agreement and as may from time to time be
assigned by the Members of the LLC.
(f) The Treasurer . The Treasurer shall be the chief financial officer of the
LLC. The Treasurer shall not be required to give a bond for the faithful discharge of his/her
duties. The Treasurer shall: (i) have charge and custody of and be responsible for all funds
and securities of the LLC; (ii) in the absence of the President, preside at meetings of the
Members; (iii) receive and give receipts for moneys due and payable to the LLC from any
source whatsoever, and deposit all such moneys in the name of the LLC in such banks, trust
companies or other depositaries as shall be selected by the Members of the LLC; and (iv) in
general perform all the duties incident to the office of treasurer and such other duties as from
time to time may be assigned by the President or by the Members of the LLC.
(g) Secretary . The secretary shall: (i) keep the minutes of the Members
meetings in one or more books provided for that purpose; (ii) see that all notices are duly
given in accordance with the provisions of this Agreement or as required by law; (iii) be
custodian of LLC records; (iv) keep a register of the post office address of each Member; (v)
certify the Member’s resolutions; and other documents to the LLC as true and correct; (vi) in
the absence of the President and Treasurer, preside at meetings of the Members and (vii) in
general perform all duties incident to the office of secretary and such other duties as from
time as may be assigned by the President or the Members.
11. Member Only Powers . Notwithstanding any other provision of this
Agreement, only a majority of the Members may: (a) sell or encumber (but not lease) any
real estate owned by the LLC, or (b) incur debt, expend funds, or otherwise obligate the LLC
if the debt, expenditure, or other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members . Each Member shall own a percentage interest
(sometimes referred to as a share) in the LLC. The Member’s percentage interest shall be
based on the amount of cash or other property that the Member has contributed to the LLC
and that percentage interest shall control the Member’s share of the profits, losses, and
distributions of the LLC.
13. Contributions . The initial contributions and initial percentage interest of the
Members are as set out in this Agreement.
14. Additional Contributions . Only a majority of the Members of the LLC may
call on the Members to make additional cash contributions as may be necessary to carry on
the LLC's business. The amount of any additional cash contribution shall be based on the
Member's then existing percentage interest. To the extent a Member is unable to meet a cash
call, the other Members can contribute the unmet call on a pro rata basis based on the
Members' percentage interests at that time, and the percentage interest of each Member will
be adjusted accordingly.
15. Record of Contributions/Percentage Interests . This Agreement, any
amendment(s) to this Agreement, and all Resolutions of the Members of the LLC shall
constitute the record of the Members of the LLC and of their respective interest therein.
16. Profits and Losses . The profits and losses and all other tax attributes of the
LLC shall be allocated among the Members on the basis of the Members' percentage
interests in the LLC.
17. Distributions . Distributions of cash or other assets of the LLC (other than in
dissolution of the LLC) shall be made in the total amounts and at the times as determined by
a majority of the Members. Any such distributions shall be allocated among the Members
on the basis of the Members' percentage interests in the LLC.
18. Change in Interests . If during any year there is a change in a Member's
percentage interest, the Member's share of profits and losses and distributions in that year
shall be determined under a method which takes into account the varying interests during the
year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members . Members shall be entitled to vote on all matters which
provide for a vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required . Except as otherwise required, a majority of the
Members, based upon their percentage ownership, is required for any action.
21. Meetings - Written Consent . Action of the Members may be accomplished
with or without a meeting. If a meeting is held, evidence of the action shall be by Minutes or
Resolution reflecting the action of the Meeting, signed by a majority of the Members.
Action without a meeting may be evidenced by a written consent signed by a majority of the
Members.
22. Meetings . Meetings of the Members may be called by any Member owning
10% or more of the LLC, or, if Managers were selected, by any Manager of the LLC.
23. Majority Defined . As used throughout this agreement the term “Majority” of
the Members shall mean a majority of the ownership interest of the LLC as determined by
the records of the LLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND
PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability . The Members, Managers and
officers shall perform their duties in good faith, in a manner they reasonably believe to be in
the best interests of the LLC, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. No Member or officer shall have any
liability to the LLC or any other Member by reason of being or having been a Member or
officer. No Member or officer shall not be liable to the LLC or to any other Member or
officer for any loss or damage sustained by the LLC or any other Member or officer unless
the loss or damage shall have been the result of fraud, deceit, gross negligence, willful
misconduct, or a wrongful taking by that Member or officer.
25. Members Have No Exclusive Duty to LLC . The Members shall not be
required to participate in the LLC as their sole and exclusive business. Members may have
other business interests and may participate in other investments or activities in addition to
those relating to the LLC. Neither the LLC nor any other Member shall have any right, by
virtue of this Agreement, to share or participate in another member’s business interests,
investments or activities or the income or proceeds derived therefrom. No Member shall
incur liability to the LLC or to any other Member by reason of participating in any such
other business, investment or activity.
26. Protection of Members and Officers .
(a) As used herein, the term “Protected Party” refers to the Members and
officers of the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties
(including fiduciary duties) and liabilities relating thereto to the LLC or
to any other Protected Party, a Protected Party acting under this
Agreement shall not be liable to the LLC or to any other Protected Party
for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the LLC; and/or
(iii) such information, opinions, reports or statements presented to the LLC
by any person as to matters the Protected Party reasonably believes
are within such other person’s professional or expert competence and
who has been selected with reasonable care by or on behalf of the
LLC, including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits or losses of the LLC
or any other fact pertinent to the existence and amount of assets from
which distributions to Members might properly be paid.
c) The provisions of this Agreement, to the extent that they restrict the duties
and liabilities of a Protected Party to the LLC or to any other Protected
Party otherwise existing at law or in equity, are agreed by the parties
hereto to replace such other duties and liabilities of such Protected Party.
d) Whenever this Agreement permits or requires a Protected Party to make a
decision in its “discretion” or under a grant of similar authority or latitude,
the Protected Party shall be entitled to consider only such interests and
factors as it desires, including its own interests, and shall have no duty or
obligation to give any consideration to any interest of or factors affecting
the LLC or any other Person.
e) Whenever this Agreement permits or requires a Protected Party to make a
decision using a “good faith” or under another express standard, the
Protected Party shall act under such express standard and shall not be
subject to any other or different standard imposed by this Agreement or
other applicable law.
27. Indemnification and Insurance .
(a) Right to Indemnification .
(i) Any person who is or was a member or officer of the LLC and who is or
may be a party to any civil action because of his/her participation in or
with the LLC, and who acted in good faith and in a manner which he/she
reasonably believed to be in, or not opposed to, the best interests of the
LLC, shall be indemnified and held harmless by the LLC.
(ii) Any person who is or was a member or officer of the LLC and who is or
may be a party to any criminal action because of his/her participation in or
with the LLC, and who acted in good faith and had reasonable cause to
believe that the act or omission was lawful, shall be indemnified and held
harmless by the LLC.
(b) Advancement of Expenses . Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceeding’s final disposition. Should the indemnified member or officer
ultimately be determined to not be entitled to indemnification, that member or
officer agrees to immediately repay to LLC all funds expended by the LLC on
behalf of the member or officer.
(c) Non-Exclusivity of Rights . The right to indemnification and the advancement of
expenses conferred in this section shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, provision of this
Agreement, contract, agreement, vote of Members or otherwise. The Members
and officers are expressly authorized to adopt and enter into indemnification
agreements for Members, officers and advisory committee members.
(d) Insurance . The Members may cause the LLC to purchase and maintain insurance
for the LLC, for its Members and officers, and/or on behalf of any third party or
parties whom the members might determine should be entitled to such insurance
coverage.
(e) Effect of Amendment . No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission
occurring prior to the date when such amendment, repeal or modification became
effective.
28. Duties of Persons Serving on Advisory Committees; Limitation of Liability;
Indemnification . The Members shall have the right to form advisory committees. Persons
serving on an advisory committee, whether or not a Member or officer, shall perform their
duties in good faith, in a manner they reasonably believe to be in the best interests of the
LLC, and with such care as an ordinarily prudent person in a like position would use under
similar circumstances. A person serving on an advisory committee shall not have any
liability to the LLC or to any Member or officer for any loss or damage sustained by the
LLC or any Member or officer unless the loss or damage was the result of fraud, deceit,
gross negligence, willful misconduct, or a wrongful taking by such person.
ARTICLE VII
MEMBERS INTEREST TERMINATED
29. Termination of Membership . A Member’s interest in the LLC shall cease
upon the occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the LLC thirty (30) days in
advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies, or is disqualified from the practice of _______________.
(d) There is an entry of an order by a court of competent jurisdiction
adjudicating the Member incompetent to manage his/her person or his/her estate.
(e) In the case of an estate that is a Member, the distribution by the fiduciary
of the estate's entire interest in the LLC.
(f) A Member, without the consent of a majority of the Members: (1) makes
an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is
adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law or regulation; (5) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against him in any proceeding of
the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the
appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial
part of his properties; or (7) if any creditor permitted by law to do so should commence
foreclosure or take any other action to seize or sell any Member's interest in the LLC.
(g) If within one hundred twenty (120) days after the commencement of any
action against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has
not been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s
consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the member’s properties, said appointment is not vacated or within ninety
(90) days after the expiration of any stay, the appointment is not vacated and/or has not been
consented to by a majority of the members.
(i) Any of the events provided in applicable code provisions that are not
inconsistent with the dissociation events identified above.
30. Effect of Dissociation . Any dissociated Member shall not be entitled to
receive the fair value of his LLC interest solely by virtue of his dissociation. A dissociated
Member that still owns an interest in the LLC shall be entitled to continue to receive such
profits and losses, to receive such distribution or distributions, and to receive such
allocations of income, gain, loss, deduction, credit or similar items to which he would have
been entitled if still a Member. For all other purposes, a dissociated Member shall no longer
be considered a Member and shall have no rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST;
SET PRICE FOR LLC INTEREST
31. LLC Interest . The LLC interest is personal property. A Member has no
interest in property owned by the LLC.
32. Encumbrance . A Member can encumber his LLC interest by a security
interest or other form of collateral only with the consent of a majority of the other Members.
Such consent shall only be given if the proceeds of the encumbrance are contributed to the
LLC to respond to a cash call of the LLC.
33. Sale of Interest. A Member can sell his LLC interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall
give written notice to the LLC of his desire to sell all or part of his/her interest and
must first offer the interest to the LLC. The LLC shall have the option to buy the
offered interest at the then existing Set Price as provided in this Agreement. The
LLC shall have thirty (30) days from the receipt of the assigning Member's notice to
give the assigning Member written notice of its intention to buy all, some, or none of
the offered interest. The decision to buy shall be made by a majority of the other
Members. Closing on the sale shall occur within sixty (60) days from the date that
the LLC gives written notice of its intention to buy. The purchase price shall be paid
in cash at closing unless the total purchase price is in excess of $_______________
in which event the purchase price shall be paid in twelve (12) equal quarterly
installments beginning with the date of closing. The installment amounts shall be
computed by applying the following interest factor to the principal amount: interest
compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing
under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1
274(d), or any successor provision.
(b) To the extent the LLC does not buy the offered interest of the selling Member, the
other Members shall have the option to buy the offered interest at the Set Price on a
pro rata basis based on the Members' percentage interests at that time. If Member
does not desire to buy up to his/her proportional part, the other Members can buy the
remaining interest on the same pro rata basis. Members shall have fifteen (15) days
from the date the LLC gives its written notice to the selling Member to give the
selling Member notice in writing of their intention to buy all, some, or none of the
offered interest. Closing on the sales shall occur within sixty (60) days from the date
that the Members give written notice of their intention to buy. The purchase price
from each purchasing Member shall be paid in cash at closing.
(c) To the extent the LLC or the Members do not buy the offered interest, the selling
Member can then assign the interest to a non-member. The selling Member must
close on the assignment within ninety (90) days of the date that he gave notice to the
LLC. If he does not close by that time, he must again give the notice and options to
the LLC and the LLC Members before he sells the interest.
(d) The selling Member must close on the assignment within ninety (90) days of the
date that he gave notice to the LLC. If he does not close by that time, he must again
give the notice and options to the LLC and the LLC Members before he sells the
interest.
(e) A non-member purchaser of a member’s interest cannot exercise any rights of a
Member unless a majority of the non-selling Members consent to him becoming a
Member. The non-member purchaser will be entitled, however, to share in such
profits and losses, to receive such distributions, and to receive such allocation of
income, gain, loss, deduction, credit or similar items to which the selling member
would be entitled, to the extent of the interest assigned, and will be subject to calls
for contributions under the terms of this Agreement. The purchaser, by purchasing
the selling member’s interest, agrees to be subject to all the terms of this Agreement
as if he were a Member.
34. Set Price . The Set Price for purposes of this Agreement shall be the price
fixed by consent of a majority of the Members. The Set Price shall be memorialized and
made a part of the LLC records. The initial Set Price for each Member's interest is the
amount of the Member's contribution(s) to the LLC as provided above, as updated in
accordance with the terms hereof. Any future changes in the Set Price by the Members shall
be based upon net equity in the assets of the LLC (fair market value of the assets less
outstanding indebtedness), considering the most recent appraisal obtained by the LLC for its
assets, as may be adjusted by the Members in their discretion. The initial Set Price shall be
adjusted no later than ________________. This basis for determining the Set Price shall
remain in effect until changed by consent of a majority of the Members. The Members will
consider revising the basis for determining the Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
35. Dissociation . Except as otherwise provided, upon the occurrence of a
dissociation event with respect to a Member, the LLC and the remaining Members shall have
the option to purchase the dissociated Member's interest at the Set Price in the same manner
as provided in ARTICLE VIII and as if the dissociated Member had notified the LLC of his
desire to sell all of his LLC interest. The date the LLC received the notice as provided in
ARTICLE VIII triggering the options shall be deemed to be the date that the LLC receives
actual notice of the dissociation event.
ARTICLE X
DISSOLUTION
36. Termination of LLC . The LLC will be dissolved and its affairs must be
wound up only upon the written consent of a majority of the Members.
37. Final Distributions . Upon the winding up of the LLC, the assets must be
distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities
for distributions; and (c) to Members first for the return of their contributions and secondly
respecting their LLC interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XI
TAX MATTERS
38. Capital Accounts . Capital accounts shall be maintained consistent with
Internal Revenue Code § 704 and the regulations thereunder.
39. Tax Matters Partner . The Members hereby designate
_____________________________________ as the "tax matters partner" for purposes of
representing the LLC before the Internal Revenue Service if necessary.
40. Partnership Election . The Members elect that the LLC be taxed as a
partnership and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
41. Records and Inspection . The LLC shall maintain at its place of business the
Articles of Organization, any amendments thereto, this Agreement, and all other LLC
records required to be kept by the Act, and the same shall be subject to inspection and
copying at the reasonable request, and the expense, of any Member.
42. Obtaining Additional Information . Subject to reasonable standards, each
Member may obtain from the LLC from time to time upon reasonable demand for any
purpose reasonably related to the Member's interest as a Member in the LLC: (1)
information regarding the state of the business and financial condition of the LLC; (2)
promptly after becoming available, a copy of the LLC's federal, state, and local income tax
returns for each year; and (3) other information regarding the affairs of the LLC as is just
and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
43. Amendment . Except as otherwise provided in this Agreement, any
amendment to this Agreement may be proposed by a Member. Unless waived by the
Members, the proposing Member shall submit to the Members any such proposed
amendment together with an opinion of counsel as to the legality of such amendment and the
recommendation of the Member as to its adoption. A proposed amendment shall become
effective at such time as it has been approved in writing by a majority of the Members. This
Agreement may not be amended nor may any rights hereunder be waived except by an
instrument in writing signed by the party sought to be charged with such amendment or
waiver, except as otherwise provided in this Agreement.
44. Applicable Law . To the extent permitted by law, this Agreement shall be
construed in accordance with and governed by the laws of the State of
________________________.
45. Pronouns, Etc . References to a Member or Manager, including by use of a
pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals,
partnerships or corporations where applicable.
46. Counterparts . This instrument may be executed in any number of
counterparts each of which shall be considered an original.
47. Specific Performance . Each Member agrees with the other Members
that the other Members would be irreparably damaged if any of the provisions of this
Agreement are not performed in accordance with their specific terms and that monetary
damages would not provide an adequate remedy in such event. Accordingly, it is agreed that,
in addition to any other remedy to which the nonbreaching Members may be entitled, at law
or in equity, the nonbreaching Members shall be entitled to injunctive relief to prevent
breaches of this Agreement and, specifically, to enforce the terms and provisions of this
Agreement in any action instituted in any court of the United States or any state thereof
having subject matter jurisdiction thereof.
48. Further Action . Each Member, upon the request of the LLC, agrees to
perform all further acts and to execute, acknowledge and deliver any documents which may
be necessary, appropriate, or desirable to carry out the provisions of this Agreement.
49. Method of Notices . All written notices required or permitted by this
Agreement shall be hand delivered or sent by registered or certified mail, postage prepaid,
addressed to the LLC at its place of business or to a Member as set forth on the Member's
signature page of this Agreement (except that any Member may from time to time give
notice changing his address for that purpose), and shall be effective when personally
delivered or, if mailed, on the date set forth on the receipt of registered or certified mail.
50. Facsimiles . For purposes of this Agreement, any copy, facsimile,
telecommunication or other reliable reproduction of a writing, transmission or signature may
be substituted or used in lieu of the original writing, transmission or signature for any and all
purposes for which the original writing, transmission or signature could be used, provided
that such copy, facsimile telecommunication or other reproduction shall have been
confirmed received by the sending Party.
51. Computation of Time . In computing any period of time under this
Agreement, the day of the act, event or default from which the designated period of time
begins to run shall not be included. The last day of the period so computed shall be
included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run
until the end of the next day which is not a Saturday, Sunday or legal holiday.
WHEREFORE, the Parties have executed this Agreement on the dates stated below
their signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED
A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
________________________________________________________________________, A
MAINE LIMITED LIABILITY COMPANY. EACH MEMBER REALIZES THAT AN
INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES
SUBSTANTIAL RISK. EACH MEMBER IS AWARE AND CONSENTS TO THE FACT
THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR SECURITIES ACT OF THE STATE OF
MAINE. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE FORMATION CERTIFICATE OR
ARTICLES.
Members:
__________________________________
Name
__________________________________
Name
__________________________________
Name
__________________________________
Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Maine limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Maine limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Maine limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Maine limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Maine limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
Ownership Ledger
Name and Residence
Address of LLC
Member Date of
Transfer %
Ownership Amount Paid Subsequen
t Transfer
Show on
separate line
Accessories
U. S. Legal Forms, Inc. offers the following accessories:
See http://www.uslegalbookstore.com/officeproducts/
The certificate below is optional.
Membership Certifiate
No. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF MAINE
Perientage: ___
This Certifiatee iertifes that __________________________e is a
true and lawful owner of ____ perient ownership
of________________________e a Maine Professional Limited Liability
Company. Suih ownership interest is only transferable in
aiiordanie with the Operating Agreement between the
Members.
This iertifiate is issued by the Limited Liability
Company by its duly authorized ofiers on this the
___ day of _________e 20___.
__________________ ________________
