Understanding Maryland LLC Laws

The rules for starting and running a Maryland limited liability company (LLC) are laid out by Maryland LLC laws

In this guide, we offer simple explanations to Maryland LLC laws about:

Are you forming an LLC? Use a professional service to get started:

four point six out of five ZenBusiness ($39 + State Fees)


LLC Formation Requirements

Maryland LLC laws set out the requirements for forming an LLC. The State of Maryland has created the Business Express online portal and PDF Articles of Organization form to simplify the process.

Maryland LLC Formation Statute

The following LLC formation statutes are from the Maryland Limited Liability Company Act:

Section 4A–204.

(a) The articles of organization shall set forth:

(1) The name of the limited liability company;

(2) The address of its principal office in this State and the name and address of its resident agent; and

(3) Any other provision, not inconsistent with law, which the members elect to set out in the articles, including, but not limited to, a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited.

(b) It is not necessary to set out in the articles of organization any of the powers enumerated in this title.

(c) An amendment to the articles of organization shall be:

(1) In writing;

(2) Unless otherwise agreed, approved by unanimous consent of the members;

(3) Executed under the provisions of § 4A–206 of this subtitle; and

(4) Filed for record with the Department.

What This Means: Key Takeaways*

The Maryland LLC statute provides the requirements for setting up (or forming) an LLC. The State of Maryland offers online and hard copy LLC filing to meet these requirements.

Required Information for Maryland LLC Formation:

Optional Information for Maryland LLC Formation:

  • LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.

Recommended: For help with completing the LLC formation forms, visit our Maryland LLC Articles of Organization guide.

Resident Agent Duties and Appointment

Maryland LLC laws define the duties and appointment of the LLC resident agent, known as a registered agent in most states.

Maryland LLC Resident Agent Statute

The following resident agent statutes are from the Maryland Limited Liability Company Act:

Section 4A–210. Principal office and resident agent

(a) Each limited liability company shall have:

(1) A principal office in this State; and

(2) A resident agent.

(b) (1) A limited liability company may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change.

(2) A limited liability company may change the address of its resident agent by filing for record with the Department a statement of the change signed by an authorized person.

(3) A designation or change of a principal office or resident agent or address of the resident agent for a limited liability company under this subsection is effective when the Department accepts the statement for record.

(c) (1) A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent.

(2) The statement shall include:

(i) The name of the limited liability company for which the change is effective;

(ii) The old and new addresses of the resident agent; and

(iii) The date on which the change is effective.

(3) If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability company, the statement may include a change of address of the principal office if:

(i) The resident agent notifies the limited liability company in writing; and

(ii) The statement recites that notice has been sent.

(4) The change of address of the resident agent or principal office is effective when the Department accepts the statement for record.

(d) (1) A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation.

(2) Unless a later time is specified in the resignation, it is effective:

(i) At the time it is filed with the Department, if the limited liability company has appointed a successor resident agent; or

(ii) 10 days after it is filed with the Department, if the limited liability company has not appointed a successor resident agent.

What This Means: Key Takeaways*

A resident agent’s job is to accept service of process (legal summons to a lawsuit). 

A Maryland resident agent must:

  • Maintain a registered office in Maryland (i.e., no P.O. boxes)
  • Be an individual, a Maryland corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Resident agent information is kept on file by the State of Maryland. If you change your resident agent or if your resident agent resigns, you must file a change of resident agent form.

Operating Agreements

Maryland LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the Maryland Limited Liability Company Act:

Section 4A–402. Operating agreement

(a) Except for the requirement set forth in § 4A–404 of this subtitle that certain consents be in writing, members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of its members, including provisions establishing:

(1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to persons who are not members;

(2) The manner in which the members will share the assets and earnings of the limited liability company;

(3) The rights of the members to assign all or a portion of their membership interest;

(4) The circumstances in which a person may be admitted as a member of the limited liability company;

(5) (i) The right to have and a procedure for having a member’s membership interest evidenced by a certificate issued by the limited liability company, which may be issued in bearer form only if specifically allowed by the operating agreement;

(ii) The procedure for assignment, pledge, or transfer of any membership interest represented by the certificate; and

(iii) Any other provisions dealing with the certificate;

(6) The method by which the operating agreement may from time to time be amended, which may include a requirement that an amendment be approved:

(i) By a person who is not a party to the operating agreement or who is not a member of the limited liability company; or

(ii) On the satisfaction of other conditions specified in the operating agreement;

(7) The rights of any person, including a person who is not a party to the operating agreement or who is not a member of the limited liability company, to the extent set forth in the operating agreement; or

(8) Procedures relating to:

(i) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by members;

(ii) Waiver of notice of meetings;

(iii) Action by consent without a meeting;

(iv) The establishment of a record date

(v) Quorum requirements;

(vi) Voting in person or by proxy;

(vii) Voting rights of various classes of members; or

(viii) Any other matter with respect to the exercise of voting rights by members.

(b) (1) The initial operating agreement shall be agreed to by all persons who are then members.

(2) Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing.

(c) (1) If the operating agreement does not provide for the method by which the operating agreement may be amended, then all of the members must agree to any amendment of the operating agreement.

(2) To the extent that an operating agreement provides for the manner in which the operating agreement may be amended, the operating agreement may be amended only in that manner, provided that the approval of a person may be waived by the person and that conditions may be waived by a person for whose benefit the conditions were intended.

(3) (i) Except as provided in subparagraph (ii) of this paragraph, or unless otherwise agreed, an amendment to an operating agreement is not required to be in writing

(ii) An amendment to an operating agreement must be evidenced by a writing signed by an authorized person of the limited liability company if:

1. The amendment was adopted without the unanimous consent of the members; or

2. An economic interest in the limited liability company has been assigned to a person who has not been admitted as a member.

(4) A copy of any written amendment to the operating agreement shall be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.

(d) (1) A court may enforce an operating agreement by injunction or by granting such other relief which the court in its discretion determines to be fair and appropriate in the circumstances.

(2) As an alternative to injunctive or other equitable relief, when the provisions of § 4A–903 of this title are applicable, the court may order dissolution of the limited liability company.

(3) An operating agreement of a limited liability company with one member is not unenforceable on the grounds that there is only one person who is party to the operating agreement.

(4) A limited liability company:

(i) Is not required to execute its operating agreement; and

(ii) Is bound by its operating agreement, regardless of whether the limited liability company has executed the operating agreement.

(5) An operating agreement that is duly adopted or amended is binding on each person who is or becomes a member of the limited liability company and each person who is or becomes an assignee of a member of the limited liability company, regardless of whether the person has executed the operating agreement or amendment.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference. 

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

  • Each member’s responsibilities
  • How new members will be admitted
  • How existing members may transfer or terminate their membership
  • How profits and dividends will be distributed
  • The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Annual Report Requirements

Maryland LLC laws set out the requirements for annual LLC reporting. The State of Maryland has created an annual report online portal and PDF annual report form to simplify the process.

Maryland LLC Annual Report Statute

The following annual report statutes are from the Maryland Tax - Property Statute:

Section 11–101. Annual report required for certain persons - IN EFFECT

(a) On or before April 15 of each year, a person shall submit an annual report to the Department if:

(1) the person is a business trust, statutory trust, domestic corporation, limited liability company, limited liability partnership, or limited partnership;

(2) the person is a foreign corporation, foreign statutory trust, foreign limited liability company, foreign limited liability partnership, or foreign limited partnership registered or qualified to do business in the State; or

(3) the person owns or during the preceding calendar year owned property that is subject to property tax.

(b) The report shall:

(1) be in the form that the Department requires;

(2) be under oath as the Department requires; and

(3) contain the information that the Department requires.

(c) (1) This subsection does not apply to a privately held company if at least 75% of the company’s shareholders are family members.

(2) If the person submitting the report is a tax–exempt, domestic nonstock corporation with an operating budget exceeding $5,000,000, or a domestic stock corporation with total sales exceeding $5,000,000, the report required by the Department shall include the number of female board members and the total number of members on the person’s board of directors.

(d) On or before December 31, 2019, the Department shall adopt regulations on the granting of exemptions from the reporting requirement under this section.

Section 11–101. // EFFECTIVE SEPTEMBER 30, 2029 PER CHAPTERS 513 AND 514 OF 2019 //

(a) On or before April 15 of each year, a person shall submit an annual report to the Department if:

(1) the person is a business trust, statutory trust, domestic corporation, limited liability company, limited liability partnership, or limited partnership;

(2) the person is a foreign corporation, foreign statutory trust, foreign limited liability company, foreign limited liability partnership, or foreign limited partnership registered or qualified to do business in the State; or

(3) the person owns or during the preceding calendar year owned property that is subject to property tax.

(b) The report shall:

(1) be in the form that the Department requires;

(2) be under oath as the Department requires; and

(3) contain the information that the Department requires.

(c) On or before December 31, 2019, the Department shall adopt regulations on the granting of exemptions from the reporting requirement under this section.

What This Means: Key Takeaways*

You can file your Maryland annual report online or with a hard copy.

The Maryland annual report statute states that the tax department (i.e., the Department of Assessments & Taxation) can decide what information is required. 

The State of Maryland provides a PDF annual report instruction form to help determine what information a business must include in its filing.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.

Maryland Business Resources

Related Articles