Maine Revised Statutes Title 31. Partnerships and Associations § 1521. Limited liability company agreement;  scope, function and limitations

1. Agreement governs.  Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company.

2. When agreement does not otherwise provide.   To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.

3. Expansion, restriction or elimination of duties.  Except as provided in section 1611, a member's or other person's duties may be expanded, restricted or eliminated as provided in this subsection.

A. To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by provisions in a written limited liability company agreement;  except that the implied contractual covenant of good faith and fair dealing may not be eliminated.

B. A written limited liability company agreement may provide for the limitation or elimination of any liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement.

4. No liability for good faith reliance on agreement.  Unless otherwise provided in a limited liability company agreement, a member or other person is not liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the provisions of the limited liability company agreement.


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