Operating Agreement Template Maryland

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: OA-MD-[YEAR]-[INTERNAL-REF]
Effective Date: [Date of Execution]
Version: 1.0
Governing Jurisdiction: State of Maryland

LEGAL DISCLAIMER

This document is a sophisticated template designed for a Maryland Limited Liability Company. It is provided for informational and drafting purposes only. It does not constitute legal advice or an attorney-client relationship. Given the complexity of the Maryland Limited Liability Company Act (Md. Code, Corps. & Ass'ns §§ 4A-101 et seq.), it is strongly recommended that you have this document reviewed by qualified legal counsel licensed in Maryland to ensure alignment with your specific tax status, capital structure, and management goals.

ARTICLE I: ORGANIZATION AND PURPOSE

1.1 Formation. The Members have formed a Limited Liability Company (the "Company") pursuant to the Maryland Limited Liability Company Act.
1.2 Name. The name of the Company shall be [Company Full Legal Name].
1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the laws of Maryland.
1.4 Principal Office. The principal office of the Company shall be located at [Principal Address].

ARTICLE II: MEMBERSHIP AND CAPITAL CONTRIBUTIONS

2.1 Members. The name and business address of each Member are set forth in Schedule A.
2.2 Capital Contributions. Each Member shall contribute the amount of [Amount in USD] in cash or property as their initial capital contribution.
2.3 Additional Contributions. No Member shall be required to make any additional capital contribution unless unanimously agreed upon in writing by all Members.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management. The Company shall be managed by [Member-Managed/Manager-Managed]. [If Manager-Managed, insert Name of Manager].
3.2 Voting. Each Member shall have voting rights proportional to their Percentage Interest in the Company.
3.3 Actions Requiring Unanimous Consent. Notwithstanding the foregoing, the following actions require the unanimous written consent of all Members: (a) sale of substantially all assets, (b) merger or consolidation, (c) dissolution of the Company, or (d) admission of a new Member.

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

4.1 Profits and Losses. Net Profits and Net Losses shall be allocated to the Members in proportion to their respective Percentage Interests.
4.2 Distributions. Cash available for distribution shall be distributed to the Members at such times and in such amounts as determined by the [Manager/Majority Vote of Members].

ARTICLE V: TRANSFER OF INTERESTS

5.1 Restriction on Transfer. No Member may sell, assign, or encumber their interest in the Company without the prior written consent of all other Members. Any attempted transfer in violation of this provision shall be null and void.

ARTICLE VI: TERMINATION AND DISSOLUTION

6.1 Dissolution Events. The Company shall dissolve upon: (a) the written agreement of all Members, or (b) the entry of a decree of judicial dissolution under Maryland law.
6.2 Winding Up. Upon dissolution, the Company’s assets shall be liquidated, liabilities paid, and remaining proceeds distributed to Members in accordance with their positive capital account balances.

ARTICLE VII: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for any loss or damage sustained by the Company unless the act or omission constitutes gross negligence or willful misconduct.
7.2 Indemnification. The Company shall indemnify and hold harmless each Member and Manager from any claims, losses, or expenses arising from their conduct on behalf of the Company, to the fullest extent permitted by Maryland law.

ARTICLE VIII: MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles.
8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Members and supersedes all prior understandings.
8.3 Amendments. Any amendment to this Agreement must be in writing and signed by all Members.
8.4 Severability. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

EXECUTION

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [CLIENT / MEMBER NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting Phase: Utilize a word processor to find and replace all [...] placeholders. Ensure the [Principal Address] matches the address filed with the Maryland Department of Assessments and Taxation (SDAT).
2. Schedule A: Append a "Schedule A" to the end of the document listing every Member’s full legal name, contact address, and the specific percentage of ownership (e.g., Member A: 50%, Member B: 50%).
3. Signatory Verification: Ensure the individuals signing have the actual authority to bind the entity. If a corporation is a member, verify the corporate resolution authorizing the signatory.
4. Execution: Use an electronic signature platform (e.g., DocuSign, Adobe Sign) to capture legally binding digital signatures. Maintain the digital audit trail (Certificate of Completion) with the signed PDF.
5. Record Retention: Under Maryland law, the Company must maintain a copy of the Operating Agreement, a list of members, and tax records at its principal office. Do not file this agreement with the state unless specifically required for a court proceeding or a specific state license.
6. Filing: If you have not yet formed the company, you must file the Articles of Organization with the Maryland SDAT before the effective date of this agreement.