Maryland Multi-Member LLC Operating Agreement Form

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A Maryland multi-member LLC operating agreement is a legal document that would be utilized by the contributing, managing-members of a company, to optimize the establishment of the company procedures and standard operating procedures required to create a well-run business. The state of Maryland, like most states, does not require any business to provide this document in order that they may operate within the state. However, all businesses should take this document into very serious consideration, inasmuch as, without it and in the event the company (members) should be faced with any type of litigation, the members would be at risk of liability, which in turn, could well place their personal and financial assets in jeopardy. Without the document in place, litigation will most likely default to state laws. The document places a much-needed separation between the members’ assets and those of the business.

This document should be very carefully reviewed and agreed upon by all members. If for any reason, the information is unclear, the members may choose to meet with an attorney for proper guidance through all aspects of the document.

How to Write

Step 1 – Establish the document by submitting the name of the company at the top of the document

Step 2 – Agreement – Submit the following:

  • The date that the document shall become effective (mm/dd/yyyy)
  • Enter the names of all managing members

Step 3 – Company Organization – Members read the following titles and enter all information required

Formation –

  • Submit an effective formation date, in mm/dd/yyyy format
  • Provide the company’s name
  • Submit the company name that the business shall be conducted under

Name –

  • Submit the company name, to be used to conduct the principal business
  • Purpose – Read the statement

Office –

  • Enter an address where the company will maintain the principal operation of the business

Registered Agent –

  • Provide the full name of the agent that is initially registered on behalf of the company
  • Enter the registered office address

Term –

  • Enter the date when the company is expected to commence (mm/dd/yyyy)

Read the final two titles, as follows:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections – The members must read the following sections (and subsections) as follows:

  • Capitol Contributions  – subsections 2.1 through 2.3
  • Allocations of Profits and Losses;Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 – subsections 5.1.1 through 5.3
  • Salaries, Reimbursement and Payment of Expenses – subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking – review subsections 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – also, 8.4 (subsection 8.4.1) and 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1 (and subsections 9.1.1 through 9.1.4), also 9.2 (and subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Review all of the information contained in the titles to follow:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Documents, Member’s Signatures, Notary Public – Submit member’s signatures to the remaining documentation, only in the presence of a Notary Public –

  • Type or print the member’s names
  • Members, enter signatures

Listing of Members – Schedule 1 –

  • Provide the company name at the top of the page
  • Enter the date the list was implemented (dd/m/yy)
  • Submit the members
  • Submit addresses for all members
  • Print/type each member’s name
  • Submit member’s signatures

Listing of Capital Contributions -Schedule 2 –

  • Submit the company name in the first line at the top of the page
  • Enter the names of each member
  • Submit the member’s contributions ($100.00 minimum is required. (There will be no further obligation to offer further contributions)
  • Submit the member’s Percentage of Interest
  • Submit the date of the member’s signatures – dd/m/yy format
  • Print or type members names
  • Members must enter their signatures
  • Provide the member’s

Valuation of Interest – Schedule 3 –

  • Apply the name of the company to the line at the top of the form
  • Provide the member’s names
  • Provide an amount that would indicate the member’s Valuation Endorsement
  • Date the member’s signatures – dd/m/yy
  • Type or print the names of each member
  • Members, enter their signatures

Step 7 – Notarization –

  • Once all members signatures have been witnessed and recorded by the notary public, the notary must complete the remainder of the acknowledgement, verifying the signatures of the members. The notary must submit their signature and affix the notary seal.

Each member must then receive an individual copy of the document for their personal records.