Forming a limited liability company in Maryland
There are several different types of business structures permitted in the State of Maryland, each with their own pros and cons. One of the most popular types business structure is the limited liability company (often abbreviated as LLC or L.L.C.), largely because of its protection from personal liability and pass-through tax status. Although LLCs are often relatively easy to form, there are still some statutory requirements that must be met.
Creating a limited liability company (LLC)
In Maryland, any person can form a limited liability company and a limited liability company may be formed for the purposes of conducting activities related to any lawful business, exceptas an insurer. A detailed list of specific statutorily-authorized powers granted to LLCs is set forth under MD Code, Corporations and Associations, § 4A-203.
If the LLC is being formed by more than one person (called a “member”), the members may wish to draft and execute a written Operating Agreement. The Operating Agreement is a private agreement (meaning that it does not get filed with the State) that sets forth the rules governing the company. A good Operating Agreement will also define all of the rights and responsibilities of the LLCs members. Single member LLCs may have an Operating Agreement, but often operate without one.
Company Name, Resident Agent, and Articles of Organization
Once the Operating Agreement is executed, or if the LLC opts to forego having an Operating Agreement, the formation process is relatively simple. The LLC organizer must first choose a name for the company and designate a resident agent to accept legal documents on behalf of the company. Once the name and resident agent have been chosen, the company must file its Articles of Organization with the Maryland Department of Assessments and Taxation. The filing may be done online or by mail.
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