Is an operating agreement required for LLCs in Maryland?

This page has not confirmed whether Maryland law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Maryland requires, check the website of the state agency that registers LLCs in Maryland, or ask a business attorney licensed in Maryland.

Can I write my own LLC operating agreement in Maryland?

Yes, you can write your own Maryland LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Maryland's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Maryland, and consider having a business attorney licensed in Maryland review your draft before the members sign it.

Does a Maryland LLC operating agreement need to be notarized?

This page has not confirmed whether Maryland law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Maryland LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Maryland's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Maryland before you draft the agreement.

Can I amend my Maryland LLC operating agreement after it's created?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Maryland's LLC law can apply, so check them, or ask a Maryland business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Maryland uses a separate filing, the Articles of Amendment.

Maryland LLC Operating Agreement: What to Include

What to put in an operating agreement for your Maryland LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a Maryland LLC operating agreement, listing the 7 provisions the document should cover. — What a Maryland operating agreement should contain, section by section. Source: Maryland State Department of Assessments and Taxation.

Watch: Maryland LLC Operating Agreement: What to Include (2026)

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage and capital contributions. This section establishes who owns what portion of the LLC and their initial investment amounts.

Management structure

Specify whether your LLC is member-managed or manager-managed. This determines who has authority to make business decisions and bind the company in contracts.

Voting rights

Outline how decisions are made and what voting power each member has. Include requirements for major decisions like admitting new members or selling company assets.

Profit/loss allocation

Detail how profits and losses are distributed among members. This affects tax reporting and ensures fair compensation based on ownership or contribution agreements.

Member duties

Define each member's responsibilities, time commitments, and restrictions on competing businesses. This prevents conflicts and ensures everyone understands their role.

Dissolution process

Establish procedures for closing the business, including asset distribution and debt payment. Having this planned prevents disputes during stressful dissolution periods.

Amendment procedures

Set rules for changing the operating agreement as your business evolves. Include voting requirements and documentation procedures for any modifications.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Maryland law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Maryland requires, check the website of the state agency that registers LLCs in Maryland, or ask a business attorney licensed in Maryland.
: Yes, you can write your own Maryland LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Maryland's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Maryland, and consider having a business attorney licensed in Maryland review your draft before the members sign it.
: This page has not confirmed whether Maryland law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Maryland's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Maryland before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Maryland's LLC law can apply, so check them, or ask a Maryland business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Maryland uses a separate filing, the Articles of Amendment.

Sources

4 documents

Each entry below is a document recorded in our verified Maryland sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Maryland Limited Liability Company Act, Md. Code, Corporations and Associations, Title 4A
Maryland statute: Maryland Code, Corporations and Associations § 4A-101 et seq. (LLC Act)
Maryland statute: Maryland Code § 4A-401 through § 4A-603 (default LLC rules)
dat.maryland.gov/businesses/Pages/default.aspxMaryland State Department of Assessments and Taxation: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

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What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Maryland LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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By profession

Ready to Form Your Maryland LLC?

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