How to Transfer LLC Ownership in Maine: 2025 Updates

If you have an LLC in Maine and you wish to discontinue it, you don’t always have to dissolve it. You can transfer the ownership, and it will keep running the way it was. Transferring ownership of a Limited Liability Company (LLC) in Maine is a relatively simple and straightforward process involving minimal paperwork. It can be partially or fully transferred to another owner.

LLCBuddy editors shared a step-by-step guide on how to transfer ownership of an LLC in Maine. The steps might seem easy and doable. However, these are general steps and might need special attention for specific cities or regions in Maine. Hence, it is recommended to consult an attorney or legal expert before taking the steps.

How an LLC Ownership Structure Works in Maine

By now, you must know that a limited liability company is one of the simplest forms of business structure. The ownership and transferring it to others is even simpler. For an LLC in Maine or any other state in the United States, the company is considered an independent entity that is separated from its owners, which means the owners are not personally liable for the company’s debts or legal obligations.

The ownership structure of an LLC in Maine is determined by the percentage of ownership interests held by each member. These ownership interests can be distributed however the members see fit and are typically outlined in the Operating Agreement drafted in Maine.

There is no maximum limit on the number of members an LLC in Maine can have, and the members can be individuals, other LLCs, corporations, or even foreign entities. This flexibility allows for a wide range of business structures, from single-member LLCs in Maine to large, multi-member LLCs with complex ownership arrangements.

What is Maine LLC Buy-Sell Agreement in Ownership Transfer?

In Maine, the buy-sell agreement is a part of your operating agreement. It explains the instructions for buying and selling the LLC ownership. For example, who can be the member of Maine LLC, how will buy out and sell of the LLC be determined, whether the members of the LLC in Maine will buy the shares of the leaving owner, and how – these are the points you have in the buy-sell agreement.

Buy Out Maine LLC or Partial Transfer: In this case, the members of the LLC generally buy the shares of the owner who is leaving. As the LLC buys the owner’s interests, the shares get divided equally among the remaining Maine LLC members. LLC members must approve the transfer, and then the Operating Agreement (OA) will be updated to exclude the departed owner.

If your LLC operating agreement does not specify these terms beforehand, you must follow Maine state LLC law. In some states, ownership transfer does not simply take place. Instead, they have to dissolve the LLC to continue with the process. So, while you’re forming an Maine LLC, make sure to create a buy-sell agreement beforehand.

Sell a Maine LLC Or Fully Transfer: Selling an LLC or Fully Transferring the ownership is a bit more complicated than the buy-out process. In this condition, owners have the independent legal right to sell the interest to any third party. They do not need other members’ approval for this. The negotiation between the buyer and the seller involves complexities if there is no operating agreement in the first place. As an owner, you must find a buyer, write the change of ownership letter, set out other formalities, and voila! Your ownership transfer is done. The parties will settle the sale contract, including the LLC price, following Maine state laws.

How to Transfer Maine LLC Ownership

When an LLC member decides to step down from the owner’s position, they must transfer the ownership to someone else. It can be other existing members of the LLC or a third party. Transferring LLC ownership in Maine is a common yet complex deed. LLC owners who want to transfer their ownership must follow some steps to do the task. Here are the following steps-

Step 1: Review Your Maine LLC Operating Agreement

An operating agreement is a kind of non-mandatory document in many states. In Maine, it is mandatory to draft one. If you have one at the time of LLC formation in Maine, then it would be easier for the owners to transfer the name. If not, then it should be filed at the time of transferring ownership. The operating agreement for the LLC in Maine must be reviewed for the ownership transfer conditions and other legal requirements regarding the buy-out and sale of the LLC.

Step 2: Amend the Maine Certificate of Formation

Changing/transferring ownership might lead to structural change at the managerial level. In that case, the LLCs must comply with the Maine Secretary of State. To do so, one must file the Maine Certificate of Formation amendment. Specifically in Texas, LLCs must submit a Public Information Report annually to the Texas Comptroller of Public Accounts. The managerial changes will be explained there.

As soon as the ownership transfer negotiation is done and the agreement is made with the updated change of ownership, file it with the Secretary of State. For that, you must amend the Certificate of Formation and get the Certificate of Amendment. Make the changes to the existing Certificate of Formation, get the amendment form, and submit it to the Maine SOS along with other documents and the filing fee. Read how to amend Maine Certificate of Formation in a simple way.

Step 3: Spread the News

Once the legal formalities are done, and the ownership of your LLC is transferred officially in Maine, you must spread the word to the clients, partners, and other concerned people. Also, banks and other financial institutions should be notified about the ownership change. Business entities, vendors, and other officials you work with should also be notified.

Step 4: Obtain a New EIN (optional)

You might need to apply for a new EIN based on the LLC ownership transfer. After officially transferring ownership, you must check with the IRS whether you need a new EIN. There is a formal form to notify the IRS about the LLC ownership transfer. Get the form from their website, enter the details, and submit it. You will get notified whether you need to apply for a new EIN.

Why Transfer LLC Ownership in Maine

There can be several reasons why the transfer of LLC ownership in Maine takes place in any organization. Some of the most common reasons include the following-

Death of the LLC owner
Separation or Divorce of the LLC Owners
LLC owners do not wish to continue their association with the organization
LLC owners want to appoint a new member (owner)
LLC owners want to sell the business off to someone else

These are some of the common reasons why an LLC ownership gets transferred in Maine. Transferring LLC ownership requires a comprehensive LLC operating agreement in Maine. This is an internal document every LLC should have at the time of formation.

The Role of Maine Operating Agreement in LLC Ownership Transfer

Creating an Operating Agreement in Maine is one of the major steps in forming a limited liability company (LLC). However, many states do not require an Operating Agreement. California, New York, Delaware, Maine, Nebraska, and Missouri are the states where an LLC operating agreement is mandatory.

Even when your state does not necessarily need you to file the operating agreement, it is recommended that you should have it to avoid any internal disagreements or issues in the future.
LLCBuddy Editorial Team

An operating agreement is an internal document explaining all the procedures, including ownership transfer, dissolution, LLC operation, members, and other LLC-related processes. Operations, such as dissolution and ownership transfer, occur based on those written regulations.

If there is no Maine Operating Agreement or it does not have clear ownership transfer or buy-sell agreement provisions, the transfer takes place based on Maine state law.

What to Include in Maine Operating Agreement

This official document outlines the company’s structure, the members’ details, the dissolution process, and a lot more. Hence, it is always wise to have one to avoid any confusion in the future, whether your state needs it or not. The LLC operating agreement should have the following points-

Whether LLC members are related to each other and what type of relationships they share
Managers’ rights and responsibilities
Operating Agreement Amendment conditions
Members’ profit and loss shares
Maine LLC Tax structures
Transfer of ownership rules and procedure
Dissolution of Maine LLC

If your operating agreement explains all the above points, you must follow it for the ownership transfer.

Reasons to Transfer Maine LLC Ownership

There can be many issues that lead to ownership transfer. One of the most common issues is the death of the owner. There can be other issues where transfer of ownership occurs. Here are some issues to consider,

Divorce Or End of Marriage: In some cases, according to the divorce decree, the ownership transfers to the spouse. If the LLC in Maine has an operating agreement and the ownership transfer condition is specified, then the LLC must follow the Maine operating agreement to proceed.

Death of a Member: This is the most common issue in LLCs. In Maine, if a member dies, the ownership, by default, transfers to the legal heirs of the deceased person. However, in this case, the legal heirs (wife/husband/kids) do not get any managerial power or authority. They continue enjoying the benefits, such as a share of the profit and others. But they won’t get any other power in the company. In such situations, other members of the Maine LLC often buy out the deceased’s interests.

Dissolution of Maine LLC: If any member/owner plans to leave the company, the LLC gets dissolved and reformed with the new policy and operating agreement. The members and managers make this sort of decision at the time of the creation of the operating agreement.

FAQs

How do I transfer ownership of my Maine LLC?

Ownership of a Maine LLC can be transferred by selling membership interests to the new owners.

Do I need to update any documents to transfer ownership of my Maine LLC?

Yes, you will need to update the operating agreement and file an amendment with the Maine Secretary of State.

Can I transfer ownership of my Maine LLC to a non-resident?

Yes, ownership of a Maine LLC can be transferred to non-residents without any restrictions.

Are there any specific requirements for transferring ownership of a Maine LLC?

Maine does not have any specific requirements for transferring ownership of an LLC, but updating the necessary documents is recommended.

How do I value my Maine LLC for purposes of the ownership transfer?

The value of a Maine LLC can be determined by considering its assets, liabilities, and potential earnings.

Can ownership of a Maine LLC be transferred through a will?

Yes, ownership of a Maine LLC can be transferred through a will, but it is recommended to consult with an attorney.

What is the process for transferring ownership of a Maine LLC through a sale?

The process typically involves negotiating the terms of the sale, drafting a purchase agreement, and transferring ownership through the required legal documents.

Are there any tax consequences of transferring ownership of a Maine LLC?

Transferring ownership of a Maine LLC may have tax consequences, so it is recommended to consult with a tax advisor.

Can ownership of a Maine LLC be transferred to a trust?

Yes, ownership of a Maine LLC can be transferred to a trust, but it is important to ensure the trust is properly established and maintained.

Do I need to notify the Maine Secretary of State when transferring ownership of my LLC?

Yes, you will need to update the necessary documents and file an amendment with the Maine Secretary of State to reflect the ownership transfer.

Can ownership of a Maine LLC be transferred to a corporation?

Yes, ownership of a Maine LLC can be transferred to a corporation, but it is important to comply with all legal requirements.

Are there any restrictions on transferring ownership of a Maine LLC to a family member?

Maine does not have any restrictions on transferring ownership of an LLC to a family member, as long as the necessary legal steps are followed.

Can ownership of a Maine LLC be transferred to a foreign entity?

Yes, ownership of a Maine LLC can be transferred to a foreign entity, but it is important to ensure compliance with any applicable laws or regulations.

What happens to the liabilities of a Maine LLC upon ownership transfer?

The liabilities of a Maine LLC remain with the LLC after ownership transfer, unless otherwise negotiated in the transfer agreement.

Is there a requirement for a vote of the members when transferring ownership of a Maine LLC?

The operating agreement of a Maine LLC may require a vote of the members to approve the ownership transfer, so it is important to review the agreement.

Can ownership of a Maine LLC be transferred to a government agency?

Ownership of a Maine LLC can be transferred to a government agency, but it is important to ensure compliance with any applicable laws or regulations.

Do I need to update any licenses or permits when transferring ownership of my Maine LLC?

Yes, you may need to update any licenses or permits associated with the Maine LLC when transferring ownership to ensure compliance.

Can ownership of a Maine LLC be transferred to a partnership?

Ownership of a Maine LLC can be transferred to a partnership, but it is important to ensure compliance with any legal requirements.

How long does it take to complete the ownership transfer of a Maine LLC?

The timeline for completing the ownership transfer of a Maine LLC can vary depending on the complexity of the transfer and any necessary approvals.

Can ownership of a Maine LLC be transferred without the consent of all members?

Ownership of a Maine LLC typically cannot be transferred without the consent of all members, unless otherwise specified in the operating agreement.

What is the cost of transferring ownership of a Maine LLC?

The cost of transferring ownership of a Maine LLC can vary depending on the specific circumstances of the transfer and any professional services required.

Can ownership of a Maine LLC be transferred to a minor?

Ownership of a Maine LLC cannot be transferred to a minor, as they are not legally able to enter into contracts.

Are there any specific laws in Maine that govern the transfer of LLC ownership?

Maine has laws that govern the operation and organization of LLCs, which may impact the transfer of ownership.

Can ownership of a Maine LLC be transferred to a creditor?

Ownership of a Maine LLC can be transferred to a creditor as part of a settlement agreement, but it is important to ensure compliance with any legal requirements.

Can ownership of a Maine LLC be transferred to a nonprofit organization?

Yes, ownership of a Maine LLC can be transferred to a nonprofit organization, but it is important to comply with any legal requirements for nonprofit organizations.

Can ownership of a Maine LLC be transferred to a revocable trust?

Yes, ownership of a Maine LLC can be transferred to a revocable trust, but it is important to ensure compliance with any legal requirements for trusts.

Can ownership of a Maine LLC be transferred to a partnership located outside of Maine?

Yes, ownership of a Maine LLC can be transferred to a partnership located outside of Maine, as long as compliance with any legal requirements.

Are there any restrictions on transferring ownership of a Maine LLC to a competitor?

Maine does not have any specific restrictions on transferring ownership of an LLC to a competitor, but it is important to consider the potential impact on the business.

How do I transfer ownership of a Maine LLC?

Ownership of a Maine LLC can be transferred by filing an amendment to the Articles of Organization with the Maine Secretary of State.

Do I need approval from other members to transfer ownership of a Maine LLC?

Yes, unless the operating agreement of the Maine LLC specifically states otherwise, the other members must approve the transfer of ownership.

In Conclusion

As you all know, forming a limited liability company is much easier than forming a corporation, a partnership, or any other type of business. The ease of transferring ownership from one to another is one of the many reasons for entrepreneurs to start an LLC. In Maine, transferring LLC ownership does not need a lot of paperwork or steps. You must update the formation papers with the new ownership information, file the amendment to the formation document, tell people about it, and comply with the state.

Though it seems easy to file documents while transferring ownership, it could be more complex than just these steps. Based on the local regulations, nature of business, or some other administrative rules, transferring ownership in Maine might take more than what it looks like. It is recommended to consult a professional or attorney before you take such an important business decision.