Maryland LLC Formation Requirements

Articles of Organization

To form an LLC in Maryland, articles of organization must be signed and delivered, along with a copy, to the Maryland Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization. This information must include:

  • The LLC name
  • The purpose for which the limited liability company is formed
  • The address of its principal office in this State and the name and address of its resident agent
  • Any other provision, not inconsistent with law, which the members set out in the articles, which may include a statement that the authority of members to act on behalf of the LLC is limited

Filing

Your LLC is considered organized once the original executed articles of organization are delivered to the Corporations Division of the Secretary of State by one or more persons. The document must be executed, on behalf of the LLC, by the organizers.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have at least one or more members. Requirements:

  • Minimum Number of Members: A limited liability company must have one or more members
  • Eligibility Requirements:
  • Procedure for Membership: A person may be admitted as a member of a LLC
    • At the time the LLC is formed or at a later time specified in the operating agreement or
    • After formation, directly from the LLC in compliance with the operating agreement or upon the written consent of all members

Unless otherwise provided in the articles or operating agreement, a person may be admitted as a member of the LLC or the sole member of a LLC without:

  • Making a contribution to the LLC or being obligated to make a contribution to the LLC
  • Acquiring an interest in the limited liability company

Resignation of Membership

Certain prohibitions exist surrounding the right of a member to resign from the company. A member may withdraw by giving not less than 6 months’ prior written notice to the other members at their respective addresses as shown on the books of the limited liability company, unless:

  • The operating agreement provides that the member does not have the right or power to withdraw
  • The operating agreement specifies another time for or other conditions of withdrawal

A member will be responsible for any damages resulting from a wrongful withdrawal.

Contribution

The contributions of a member to the LLC may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

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