Maryland LLC Operating Agreement
The Maryland LLC Operating Agreement is the core document that is referred to when issues
concerning a Maryland limited liability company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Maryland LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Maryland.
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will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Maryland will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Maryland
Limited Liability Company
LLC Filing Office
Maryland
Department of Assessments and Taxation
Corporate Charter Division
Room 801
301 West Preston Street
Baltimore, MD 21201-2395
Tel: 410-767-5941
www.dat.state.md.us/sdatweb/charter.html
Check Name Availability
Entity or Franchise Level Tax
Maryland does not require partnerships, LLCs
taxable as partnerships, or disregarded single-member LLCs
to pay a general net worth tax or a tax based on net income.
However, Maryland imposes a tax on a partnership
or LLC taxable as a partnership to the extent that it has
a partner that is a nonresident of Maryland (or a non resident
entity), and the partnership has nonresident taxable income
for the taxable year. Thus,
Maryland’s “entity-level tax” is, de facto, a tax imposed
on the entity’s nonresident owners that is paid on their
behalf by the partnership (i.e., it is a withholding tax
rather than a pure entity-level tax.)
State LLC Act
The
Maryland LLC Act is contained in Title 4A of the Maryland
Statutes
The Maryland LLC Act
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless
otherwise provided in the Operating Agreement, new interests
in the LLC must be issues with the written consent of all
LLC members. Admission of a transferee member must be approved
by unanimous written consent of the non-transferring members,
unless otherwise specified in the Operating Agreement.
Amending the Operating Agreement
Except
as provided in the Operating Agreement, amendments to the
Operating Agreement can be made only after approval by all
the LLC members.
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