Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
§645. Liability to 3rd parties
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
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, §4 (COR); RR 2001, c. 2, Pt. C, §7 (AFF) .]
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:
A. A statement to that effect is contained in the articles of organization; and [1995, c. 458, §21 (NEW).]
B. 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).]
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.
[ 1995, c. 458, §21 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). RR 1995, c. 2, §77 (COR). 1995, c. 458, §21 (AMD). RR 2001, c. 2, §C4 (COR). RR 2001, c. 2, §C7 (AFF). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
§645. Liability to 3rd parties
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
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, §4 (COR); RR 2001, c. 2, Pt. C, §7 (AFF) .]
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:
A. A statement to that effect is contained in the articles of organization; and [1995, c. 458, §21 (NEW).]
B. 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).]
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.
[ 1995, c. 458, §21 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). RR 1995, c. 2, §77 (COR). 1995, c. 458, §21 (AMD). RR 2001, c. 2, §C4 (COR). RR 2001, c. 2, §C7 (AFF). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
§645. Liability to 3rd parties
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
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, §4 (COR); RR 2001, c. 2, Pt. C, §7 (AFF) .]
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:
A. A statement to that effect is contained in the articles of organization; and [1995, c. 458, §21 (NEW).]
B. 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).]
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.
[ 1995, c. 458, §21 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). RR 1995, c. 2, §77 (COR). 1995, c. 458, §21 (AMD). RR 2001, c. 2, §C4 (COR). RR 2001, c. 2, §C7 (AFF). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
