A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement. Maryland Operating Agreement for States who have Adopted the Uniform Limited Liability Act and the Revised Uniform Limited Liability Act The Maryland Operating Agreement is a legal document that outlines the rules and regulations governing the operations and management of a limited liability company (LLC) in the state of Maryland. This agreement is specifically designed for LCS operating in states that have adopted either the Uniform Limited Liability Act (UCLA) or the Revised Uniform Limited Liability Act (SULLA). The Maryland Operating Agreement for UCLA and SULLA states contains several essential provisions to ensure smooth functioning of the LLC. These provisions include: 1. Formation: The agreement outlines the process for forming the LLC, including the identification of the initial members and registered agent responsible for receiving legal notices and documents on behalf of the company. 2. Management: The agreement defines the management structure of the LLC, specifying whether it will be member-managed or manager-managed. In member-managed LCS, all members have the authority to make decisions and manage the company's affairs. In manager-managed LCS, members appoint a designated manager to oversee and make decisions on behalf of the company. 3. Voting Rights and Decision-Making: The agreement outlines the voting rights of members and managers, including the percentage of votes required for particular decisions. It also defines the decision-making process for important matters, such as entering into contracts, amending the operating agreement, or admitting new members. 4. Capital Contributions: The agreement establishes the initial capital contributions made by each member of the LLC. It also outlines the process for additional capital contributions, if required, and specifies how profits and losses will be allocated among members. 5. Distribution of Profits and Losses: The agreement sets forth the manner in which the LLC's profits and losses will be distributed among the members. This provision typically includes the percentage share of each member and any special allocations agreed upon. 6. Withdrawal or Dissolution: The agreement outlines the procedures for a member's voluntary withdrawal or involuntary expulsion from the LLC. It also provides guidelines for the dissolution and winding up of the LLC's affairs in the event of its termination. 7. Buy-Sell Provisions: If applicable, the operating agreement may include buy-sell provisions that outline the circumstances under which a member may be required to sell their interest in the LLC, or when the LLC may have the option to purchase a member's interest. Different types of Maryland Operating Agreements for states that have adopted the UCLA and SULLA may include variations in language or provisions based on the specific needs or preferences of the LLC members. However, all these agreements will generally cover the fundamental aspects mentioned above, ensuring the efficient operation and management of the LLC in accordance with Maryland state laws.
Maryland Operating Agreement for States who have Adopted the Uniform Limited Liability Act and the Revised Uniform Limited Liability Act The Maryland Operating Agreement is a legal document that outlines the rules and regulations governing the operations and management of a limited liability company (LLC) in the state of Maryland. This agreement is specifically designed for LCS operating in states that have adopted either the Uniform Limited Liability Act (UCLA) or the Revised Uniform Limited Liability Act (SULLA). The Maryland Operating Agreement for UCLA and SULLA states contains several essential provisions to ensure smooth functioning of the LLC. These provisions include: 1. Formation: The agreement outlines the process for forming the LLC, including the identification of the initial members and registered agent responsible for receiving legal notices and documents on behalf of the company. 2. Management: The agreement defines the management structure of the LLC, specifying whether it will be member-managed or manager-managed. In member-managed LCS, all members have the authority to make decisions and manage the company's affairs. In manager-managed LCS, members appoint a designated manager to oversee and make decisions on behalf of the company. 3. Voting Rights and Decision-Making: The agreement outlines the voting rights of members and managers, including the percentage of votes required for particular decisions. It also defines the decision-making process for important matters, such as entering into contracts, amending the operating agreement, or admitting new members. 4. Capital Contributions: The agreement establishes the initial capital contributions made by each member of the LLC. It also outlines the process for additional capital contributions, if required, and specifies how profits and losses will be allocated among members. 5. Distribution of Profits and Losses: The agreement sets forth the manner in which the LLC's profits and losses will be distributed among the members. This provision typically includes the percentage share of each member and any special allocations agreed upon. 6. Withdrawal or Dissolution: The agreement outlines the procedures for a member's voluntary withdrawal or involuntary expulsion from the LLC. It also provides guidelines for the dissolution and winding up of the LLC's affairs in the event of its termination. 7. Buy-Sell Provisions: If applicable, the operating agreement may include buy-sell provisions that outline the circumstances under which a member may be required to sell their interest in the LLC, or when the LLC may have the option to purchase a member's interest. Different types of Maryland Operating Agreements for states that have adopted the UCLA and SULLA may include variations in language or provisions based on the specific needs or preferences of the LLC members. However, all these agreements will generally cover the fundamental aspects mentioned above, ensuring the efficient operation and management of the LLC in accordance with Maryland state laws.
