1. 1. Prohibited contents A limited liability company agreement may not:

   1. 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).]

   2. 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).]

   3. C. Vary the law applicable under section 1506;

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

   4. 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).]

   5. 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).]

   6. 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).]

   7. 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).]

   8. 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. 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).]

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).