§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).]
[PL 2011, c. 113, Pt. A, §6 (AMD).]
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.
[PL 2011, c. 113, Pt. A, §7 (AMD).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §§6, 7 (AMD).