A Maryland LLC operating agreement is an agreement among the members of a limited liability company (LLC) about how the company is run. Under Maryland law, members may enter into one to regulate or establish any aspect of the LLC's affairs, the conduct of its business, or the relations of its members. It must not be inconsistent with the articles of organization.[1] Use the free Maryland template below to build yours.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Maryland law. If you notice an error or outdated information, please contact us.
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Popular Local Operating Agreement Forms
An LLC Operating Agreement identifies the managing procedures of a Limited Liability Company. This instrument outlines the regular processes along with what will happen in case a conflict develops or a member wants to walk out on the business. Listed here are some of the most asked operating agreement forms.
It is the set of rules that the members of a Maryland LLC agree to follow. The law behind it is Title 4A of the Md. Code, Corps. & Ass'ns. Section 4A-402 of that title says what members may put in it, who it binds, and how it can be changed or enforced.[1] The points below come from that section.
On written form, the same section says:
Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing.
Even when a written agreement is not required, a signed written copy is much easier to point to later. Have every member sign it and keep a copy.
Maryland law already shields members from the LLC's debts. No member is personally liable for the obligations of the LLC, whether arising in contract, tort or otherwise, solely because of being a member (Section 4A-301). The operating agreement sets how the company is run.[2]
A Maryland LLC operating agreement is usually written for either a single-member LLC, which has one owner, or a multi-member LLC, which has two or more. Maryland law says an operating agreement of an LLC with one member is not unenforceable on the grounds that there is only one person who is party to the operating agreement.[1]
A single-member agreement is signed by the one owner of the company. The template on this page is this type. It is written for an LLC with one Member, and you fill in the blanks online or in the downloaded file. A version that is not tied to one state is on our single-member operating agreement template page.
In a company with several members, the agreement is where they record how they work together. Our multi-member operating agreement template is written for that case. Maryland law requires the initial agreement to be agreed to by all persons who are members at that time.[1] Many multi-member agreements also cover these topics:
If there is no written agreement, the members are not left without rules. Unless the articles of organization require a writing, an oral agreement among the members can be their operating agreement, and the default rules of Title 4A apply to whatever it does not settle (Section 4A-402).[1]
How a Maryland LLC operating agreement can be amended depends first on what the agreement itself says. If it provides a method, that method controls. If it does not, all of the members must agree to any amendment of the operating agreement.[1]
| Situation | What the statute says |
|---|---|
| The agreement sets a method for amendment | It may be amended only in that manner. The approval of a person may be waived by the person, and conditions may be waived by a person for whose benefit the conditions were intended. |
| The agreement sets no method | All of the members must agree to any amendment of the operating agreement. |
| Writing, as the default | Unless otherwise agreed, an amendment is not required to be in writing, except in the two cases below. |
| Adopted without the unanimous consent of the members | The amendment must be evidenced by a writing signed by an authorized person of the LLC. |
| Economic interest assigned to a person who is not a member | If an economic interest in the LLC has been assigned to a person who has not been admitted as a member, the amendment must be evidenced by a writing signed by an authorized person of the LLC. |
A copy of any written amendment must be delivered to each of the following:[1]
Read the amendment clause in your own agreement before you change anything. Then follow the method it sets.
An operating agreement records how the company will be owned and run, so most agreements cover the same basics. A single-member LLC can keep the list short, while a company with several members usually spells out more. Many people include the following:
With several members, every member should read the final text before anyone signs. You can also browse our operating agreement templates for other states, including neighbors such as Delaware, Virginia and Pennsylvania. A corporation needs a different document, such as corporate bylaws.
The Maryland template is an operating agreement for a single-member LLC, a company with one Member. Most of it is fixed text, so you only fill in the blanks below, in the order they appear on the form. Complete it online, or download the PDF and fill it in with our PDF editor.
The form asks for the date the Articles of Organization were filed. In Maryland, any person may form an LLC by having articles of organization executed and filed for record with the Department, the state office that accepts these filings, and the LLC exists once the Department accepts them for record (Section 4A-202).[3]
The company name you enter must include the words "limited liability company" or one of the abbreviations "L.L.C.", "LLC", "L.C." or "LC" (Section 1-502(b)).[4]
The name must also be distinguishable upon the Department's records from other entity names (Section 1-504).[5]
Yes. Under Section 4A-402 of the Md. Code, Corps. & Ass'ns, 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 LLC, the conduct of its business, or the relations of its members.[1] You can start from the template on this page.
No. An LLC is not required to execute its operating agreement, and it is bound by its operating agreement regardless of whether the LLC has executed it.[1] In practice, members usually sign their agreement so there is a clear record.
Yes. Under Section 4A-402, a court may enforce an operating agreement in these ways:[1]
General information, not legal or tax advice.
