Maine State Statute Code

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§201.

Incorporators

One or more persons may serve as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

§206.

Bylaws

  1. Adoption of bylaws. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. [ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
  2. Contents of bylaws. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or its articles of incorporation.

§601.

Authorized shares

  1. Classes and number of shares authorized. A corporation's articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series. [ 2003, c. 344, Pt. B, §56 (AMD) .]
  2. Voting rights authorized. A corporation's articles of incorporation must authorize one or more classes or series of shares that together have unlimited voting rights and one or more classes or series of shares, which may be the same class or classes or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution. [ 2003, c. 344, Pt. B, §56 (AMD) .]
  3. Designations, preferences, limitations and relative rights. A corporation's articles of incorporation may authorize one or more classes or series of shares that:
    1. Have special, conditional or limited voting rights or no right to vote, except to the extent otherwise provided by this Act; [2003, c. 344, Pt. B, §56 (AMD).]
    2. Are redeemable or convertible as specified in the articles of incorporation:
      1. At the option of the corporation, the shareholder or another person or upon the occurrence of a specified event;
      2. For cash, indebtedness, securities or other property; and
      3. At prices and in amounts specified, or determined in accordance with a formula; [2003, c. 344, Pt. B, §56 (AMD).]
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    4. Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation. [2003, c. 344, Pt. B, §56 (AMD).] The description of the designations, preferences, limitations, and relative rights of share classes in this subsection is not exhaustive. [ 2003, c. 344, Pt. B, §56 (AMD) .]
  4. Rules of construction for preferred shares. Unless otherwise provided by this Act or by a corporation's articles of incorporation or by resolution of the board of directors in the case of shares whose terms may be fixed as provided by section 602:
    1. Shares that are preferred as to dividends are deemed cumulative preferred shares; [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    2. Shares that are preferred as to dividends are not entitled to participate in dividends beyond the amount of the stated dividend preference; [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    3. Shares that are preferred as to dividends are preferred, on liquidation of the corporation, to the extent of the par or stated value of the shares, if any; [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    4. Shares that are preferred as to liquidation are not entitled to participate in liquidation payments beyond the amount of the liquidation preference stated in the articles of incorporation or implied under paragraph C; [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    5. If preferred shares cumulative as to dividends are entitled to a preferential payment on liquidation, the payment must also include the amount of dividends accrued but unpaid as of the date of liquidation; [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    6. Shares that are preferred as to dividends or as to payments upon liquidation are not entitled to vote; and [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]
    7. "Liquidation," "rights upon liquidation" and terms of like import shall refer to the formal dissolution of the corporation. Sale of all the corporate assets or participation of the corporation in a merger or consolidation is not deemed a liquidation. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).] This subsection does not apply to shares already issued or authorized on December 31, 1971. [ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
  5. Extrinsic facts. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 121, subsection 10. [ 2003, c. 344, Pt. B, §56 (NEW) .]
  6. Variations among holders. Any of the terms of shares may vary among holders of the same class or series of shares as long as the variations are expressly set forth in the articles of incorporation.

§623.

Liability of shareholders

  1. 1. Liability for paying consideration. A purchaser from a corporation of that corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. [ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
  2. Personal liability. Unless otherwise provided in a corporation's articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's acts or conduct.

§801.

Requirement; duties of board of directors

  1. Board of directors. Except as provided in section 743, a corporation must have a board of directors. [ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]
  2. Corporate powers. All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the corporation's board of directors, subject to any limitation set forth in an agreement authorized under section 743 or in the corporation's articles of incorporation.

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§621.

Formation

One or more persons may form a limited liability company by signing and filing articles of organization with the Secretary of State. The person or persons need not be members of the limited liability company at the time of formation or after formation has occurred. The minimum number of members for a limited liability company created under this Act is one.

§645.

Liability to 3rd parties

  1. Personal liability. Except as otherwise provided in this Act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager of a limited liability company is not obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of a limited liability company. [ 1993, c. 718, Pt. A, §1 (NEW) .]
  2. Failure to follow formalities or requirements. Except as provided in subsection 3, the failure of a limited liability company to observe the usual limited liability company formalities or requirements relating to the exercise of its limited liability company powers or management of its business and affairs is not a ground for imposing personal liability on the members for liabilities of the limited liability company. [ 1993, c. 718, Pt. A, §1 (NEW) .]
  3. Exceptions. The exceptions under the common law to the limited liability of shareholders of a business corporation organized under the Maine Business Corporation Act and shareholders of a professional corporation organized under the Maine Professional Service Corporation Act apply to the limited liability of members of a limited liability company. [ RR 2001, c. 2, Pt. C, §7 (AFF); RR 2001, c. 2, Pt. C, §4 (COR) .]
  4. Choosing personal liability. All or specified members of a limited liability company may be liable in their capacity as members for all or specified debts, obligations or liabilities of the company if:
    1. A statement to that effect is contained in the articles of organization; and [1995, c. 458, §21 (NEW).]
    2. Any member so liable has either voted for the adoption of the provision or has consented in writing to be bound by the provision. [1995, c. 458, §21 (NEW).]

      3. A member of a limited liability company may act as guarantor or surety, may provide collateral or may otherwise assume responsibility for the debts, obligations or liabilities of the limited liability company whether or not a statement under paragraph A exists or a vote or consent under paragraph B has occurred.

§651.

Management; voting; classes

  1. Management authority of members. Unless the articles of organization provide that management of a limited liability company vests in a manager or managers, management of the business or affairs of that limited liability company is vested in the members. Subject to provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of a person or group or class of persons, the members have the right and authority to manage the affairs of a limited liability company and to make all decisions with respect to that limited liability company. [ 1993, c. 718, Pt. A, §1 (NEW) .]
  2. Classes of members; voting. An operating agreement or the articles of organization may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement or the articles of organization may provide, and may make provision for the future creation in the manner provided in the operating agreement or the articles of organization of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. An operating agreement or articles of organization may provide for the taking of an action, including the amendment of the operating agreement or articles of organization, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the operating agreement or articles of organization a class or group of limited liability company interests that was not previously outstanding. An operating agreement or articles of organization may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers on any matter. An operating agreement or articles of organization that grant a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of this notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any right to vote. [ 1993, c. 718, Pt. A, §1 (NEW) .]
  3. Management authority of managers. If the articles of organization provide that management of a limited liability company vests in one or more managers, then these persons have the power to manage the business and affairs of that limited liability company as is provided in the operating agreement or the articles of organization. Unless otherwise provided in an operating agreement or the articles of organization, these persons:
    1. Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of members on a per capita basis; [1993, c. 718, Pt. A, §1 (NEW).]
    2. Need not be members of that limited liability company or natural persons; and [1993, c. 718, Pt. A, §1 (NEW).]
    3. Unless they have been earlier removed or have earlier resigned, shall hold office until their successors have been elected and qualified. [1993, c. 718, Pt. A, §1 (NEW).] [ 1993, c. 718, Pt. A, §1 (NEW) .]
  4. Classes of managers; voting. An operating agreement or the articles of organization may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement or the articles of organization may provide, and may make provision for the future creation in the manner provided in the operating agreement or the articles of organization of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers. An operating agreement or the articles of organization may provide for the taking of an action, including the amendment of the operating agreement or the articles of organization, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the operating agreement or the articles of organization a class or group of limited liability company interests that was not previously outstanding. An operating agreement or the articles of organization may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matters. Unless otherwise provided in the operating agreement or the articles of organization, voting by managers is on a per capita basis. An operating agreement or articles of organization that grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of the notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any right to vote.