Maine § 1522. - Provisions of the chapter that may not be modified by the limited liability company agreement

§ 1522.. Provisions of the chapter that may not be modified by the limited liability company agreement

1.  Prohibited contents.  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;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

B. Vary a limited liability company's capacity under section 1505 to sue and be sued in its own name;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

C. Vary the law applicable under section 1506;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

D. Except as otherwise provided in section 1524, subsection 2, restrict the rights under this chapter of a person other than a member or transferee;   [PL 2011, c. 113, Pt. A, §6 (AMD).]

E. Vary the power of the court under section 1677;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

F. Eliminate or limit a member's liability to the limited liability company and members for money damages for a bad faith violation of the implied contractual covenant of good faith and fair dealing;   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

G. Waive the requirement of section 1553, subsection 1 that a contribution obligation be in writing; or   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

H. Vary the requirement to wind up the limited liability company's business as specified in section 1597.   [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2.  Good faith and fair dealing.  Notwithstanding any contrary provision of law, there exists an implied contractual covenant of good faith and fair dealing in every limited liability company agreement.