Maryland · Operating agreement
Maryland LLC operating agreement
What Maryland's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Maryland operating agreementWhat Maryland’s LLC act says
Maryland defines the operating agreement as the agreement of the members, with any amendments, covering the matters listed in the act's section on what an operating agreement may contain. 4
In Maryland the operating agreement need not be in writing unless the articles of organization specifically require it. Certain member consents under another section must still be written. 1
What Maryland’s act does not let an agreement change:
- It must not be inconsistent with the articles of organization 1
- Membership certificates may not be issued in bearer form 1
- Certain consents must be in writing 1
One-member company. Maryland says an operating agreement of an LLC with one member is not unenforceable just because only one person is a party to it. 1
Not confirmed for Maryland from an official source: whether a Maryland agreement is filed with the state.
What happens with no agreement
Maryland's default is that members run the company. Unless the members agree otherwise, decisions need the consent of members holding at least a majority of the interests in profits. 2
Maryland's default is that profits and losses are shared in proportion to each member's capital contribution value, and distributions follow each member's right to share in profits. 3
What the template covers in Maryland
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Maryland’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Maryland LLC
You form a Maryland LLC by filing with Maryland’s Department of Assessments and Taxation.
The Maryland annual report and personal property return is due April 15 every year. 5
Search the Maryland business records at the Department of Assessments and Taxation before you file: Maryland entity search.
The operating agreement for a Maryland LLC is separate from the Maryland formation filing.
Common questions
Is an operating agreement required for an LLC in Maryland?
Maryland's LLC act says members may enter into an operating agreement. It does not command one, so the act's own default rules apply to any matter the members leave unwritten or unagreed. 1
Is there a Maryland LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Maryland LLC have an operating agreement?
Maryland says an operating agreement of an LLC with one member is not unenforceable just because only one person is a party to it. 1
Does a Maryland operating agreement need to be notarized?
None of the Maryland rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Maryland operating agreement, and is it filed?
We could not confirm from an official Maryland source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Maryland’s Department of Assessments and Taxation. 6
Also in Maryland
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Maryland LLC act, section 4A–402 mgaleg.maryland.gov, checked Nov 13, 2026
members may enter into an operating agreement not inconsistent with the articles of organization to regulate or establish any aspect of the affairs of the limited liability company
- Maryland LLC act, section 4A–403 mgaleg.maryland.gov, checked Nov 13, 2026
Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits
- Maryland LLC act, section 4A–503 mgaleg.maryland.gov, checked Nov 13, 2026
The profits and losses of a limited liability company shall be allocated among the members in proportion to their respective capital contribution values
- Maryland LLC act, section 4A–101 mgaleg.maryland.gov, checked Nov 13, 2026
‘Operating agreement’ means the agreement of the members and any amendments thereto concerning the matters described in § 4A–402(a) of this title.
- Maryland annual report / personal property egov.maryland.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings egov.maryland.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Maryland’s rules. It is not legal or tax advice.
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