Maine · Operating agreement
Maine LLC operating agreement
What Maine's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Maine operating agreementWhat Maine’s LLC act says
Maine's term is "limited liability company agreement", and the act says it can also be called an operating agreement. It covers the members' agreement on the company's affairs and conduct of its activities. 4
Maine defines the limited liability company agreement as any agreement of the members about the company's affairs. It may be written, oral or implied. 4
What Maine’s act does not let an agreement change:
- Cannot vary the company's separate existence from its members 5
- Cannot restrict the rights of people who are not members 5
- Cannot eliminate the implied covenant of good faith and fair dealing 5
One-member company. Maine says an agreement of a one-member company is not unenforceable just because only one person is party to it. 4
Not confirmed for Maine from an official source: whether a Maine agreement is filed with the state.
What happens with no agreement
In Maine the members run the company by default. A majority of the members can decide ordinary matters, and all members must consent to amend the agreement. 2
Maine splits distributions by the agreed value of each person's contributions, as stated in the company's written records, not equally among members. 3
What the template covers in Maine
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Maine’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Maine LLC
You form a Maine LLC by filing with Maine’s Secretary of State.
The Maine annual report is due June 1 every year. 6
The word "clerk" applies to business corporations formed under Title 13-C. 31 M.R.S. §1661 requires an LLC to have and keep a registered agent in Maine, as defined in the Maine Model Registered Agents Act (5 M.R.S. §102(27)). 7
Search the Maine business records at the Secretary of State before you file: Maine entity search.
The operating agreement for a Maine LLC is separate from the Maine formation filing.
Common questions
Is an operating agreement required for an LLC in Maine?
Maine's LLC act does not tell an LLC to adopt a limited liability company agreement. Where the agreement does not cover a matter, the act's own rules govern it. 1
Is there a Maine LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Maine LLC have an operating agreement?
Maine says an agreement of a one-member company is not unenforceable just because only one person is party to it. 4
Does a Maine operating agreement need to be notarized?
None of the Maine rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Maine operating agreement, and is it filed?
We could not confirm from an official Maine source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Maine’s Secretary of State. 8
Also in Maine
Sources 8 links, checked Sep 1, 2026 to Nov 13, 2026
- Maine LLC act, section 1521 legislature.maine.gov, checked Nov 13, 2026
To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1 , this chapter governs the matter.
- Maine LLC act, section 1556 legislature.maine.gov, checked Nov 13, 2026
The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members.
- Maine LLC act, section 1554 legislature.maine.gov, checked Nov 13, 2026
Distributions by a limited liability company before its dissolution and winding up must be made on the basis of the agreed value, as stated in any written records of the limited liability company, of the contributions made by each person
- Maine LLC act, section 1502 legislature.maine.gov, checked Nov 13, 2026
‘Limited liability company agreement’ means any agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its activities.
- Maine LLC act, section 1522 legislature.maine.gov, checked Nov 13, 2026
A limited liability company agreement may not: A. Vary the distinction between the limited liability company as an entity and its members under section 1504, subsection 1 …
- Maine annual report maine.gov, checked Sep 1, 2026
- Maine LLC act, section 1661 legislature.maine.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings maine.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Maine’s rules. It is not legal or tax advice.
Ready to file? Start your Maine LLC.