Operating Agreement LLC Maine

A Maine Limited Liability Company Operating Agreement is a written contract among the Members that governs the internal affairs of the company. It explains ownership, management, voting rights, finances, and tax treatment. The LLC is formed by filing a Certificate of Formation with the Maine Secretary of State. The Operating Agreement then sets the rules for how the company is managed internally.

The agreement is interpreted under the Maine Limited Liability Company Act. Except for provisions that cannot be changed by contract, the terms of the Operating Agreement control how the LLC is governed.

Is a Maine Operating Agreement Required

Maine law does not require an LLC to create or file an Operating Agreement. Under 31 M.R.S. §1521, an agreement may be written, oral, or implied. The state recognizes any form of agreement created by the Members. The agreement does not have to be submitted with the Certificate of Formation, and an LLC may be formed without a written document. A written Operating Agreement is still recommended because it records ownership, reduces disputes, and supports the separation between the business and its Members.

Why an Operating Agreement Matters

A written agreement offers practical benefits.

• Confirms the LLC operates as a separate legal entity
• Serves as proof of ownership when Members are not listed on the Certificate of Formation
• Reduces disputes by documenting procedures and expectations
• Prevents default Maine statutes from deciding internal matters
• Helps banks, lenders, and title companies verify ownership and signing authority

What the Agreement Should Include

A complete Operating Agreement often includes the following items.

Basic Company Information: LLC name, purpose, effective date, duration, and Registered Agent.

Ownership Structure: Names of all Members and their ownership percentages.

Capital Contributions: Initial contributions of money, property, or services.

Tax Treatment: Federal tax classification as a sole proprietorship, partnership, S corporation, or C corporation. Maine LLCs cannot elect Qualified Joint Venture status.

Management and Voting Rules: Management structure, voting procedures, record keeping, and compensation policies if needed.

Additional Provisions: Rules for transfers of membership interest, allocation of profits and losses, distributions, and dissolution.

Management Options

Member managed: Members run daily operations and may bind the LLC to contracts.

Manager managed: One or more Managers run daily operations. Members vote on major decisions. Voting power usually follows ownership percentage unless stated differently in the agreement.

Government Interaction

The Operating Agreement is not filed with the Maine Secretary of State. It must be kept with the LLC’s internal records. Courts, government agencies, and financial institutions may ask for it during audits, legal matters, or account opening.