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MARYLAND LEGAL INFORMATION
LLC Links -- Forms and Statutes
Selected Maryland Statutes
- § 4A-301. Except as otherwise provided by this title, no member shall be personally liable for the obligations of the limited liability company, whether arising in contract, tort or otherwise, solely by reason of being a member of the limited liability company.
- § 4A-401.
- (1) Except as provided in paragraph (3) of this subsection or in the operating agreement, each member is an agent of the limited liability company for the purpose of its business.
(2) Except as provided in paragraph (3) of this subsection, the act of each member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which the person is a member, binds the limited liability company, unless: (i) The member so acting has in fact no authority to act for the limited liability company in the particular matter; and (ii) The person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.
(3) If the articles of organization contain a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited: (i) No member of the limited liability company is an agent of the limited liability company solely by virtue of being a member, and no member has authority to act for the limited liability company solely by virtue of being a member; and (ii) Each person dealing with a member is presumed to have knowledge that the member has no authority to act for the limited liability company solely by virtue of being a member.
- Notwithstanding a provision in the articles of organization or operating agreement that the authority of a member to act for the limited liability company solely by virtue of being a member is limited, a person dealing with a member may establish:
(1) That the member is an agent of the limited liability company; or
(2) That the limited liability company should be estopped from denying that the member was its agent.
- Unless the act of a member is authorized by the limited liability company, the act of a member that is not apparently for the carrying on of the business of the limited liability company in the usual way does not bind the limited liability company.
- Unless the members unanimously consent or unless all other members have abandoned the business, no member has authority to:
(1) Assign the property of the limited liability company in trust for creditors or on the assignee's promise to pay the debts of the limited liability company;
(2) Dispose of the goodwill of the business; or
(3) Do any other act which would make it impossible to carry on the ordinary business of the limited liability company.
- § 4A-402.
- 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 interests in the limited liability company;
(4) The circumstances in which any assignee of a member's interest 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 interest in the limited liability company evidenced by a certificate issued by the limited liability company; (ii) The procedure for assignment, pledge, or transfer of any interest represented by the certificate; (iii) Any other provisions dealing with the certificate; and
(6) The method by which the operating agreement may from time to time be amended.
- (1) (i) The initial operating agreement shall be agreed to by all persons who are then members. (ii) Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing.
(2) 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.
(3) An amendment to an operating agreement must be evidenced by a writing signed by an authorized person if: (i) The amendment was adopted without the unanimous consent of members; or (ii) An 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.
- (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.
- § 4A-403. Unless otherwise provided in this title or in the operating agreement:
(1) Members shall vote in proportion to their respective interests in profits of the limited liability company; and
(2) Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company.
- § 4A-605. 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:
(1) The operating agreement provides that the member does not have the right or power to withdraw; or
(2) The operating agreement specifies another time for or other conditions of withdrawal.
Library of Informational Legal Articles
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