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Do You Really Need an Operating Agreement for Your Maryland LLC?

July 25, 2025/in Business and Corporate Law/by Nguyen Roche Sutton

(Short answer: Yes. Long answer: Still yes, and here’s why.)

Filing an LLC in Maryland is Easy

A few clicks on SDAT’s website, a filing fee, and suddenly you’re in business.

But here’s where people cut corners — they skip the operating agreement because they think:

  • It’s just me, I don’t need one
  • We trust each other, we’re friends
  • It’s not required by the state

And yes, Maryland doesn’t require you to file or even create an operating agreement when forming your LLC.

But not having one? That’s a risk. A big one.

What Maryland Law Actually Says

Under Md. Code, Corps. & Ass’ns § 4A-402, LLC members may enter into an operating agreement “to regulate the affairs of the limited liability company and the conduct of its business.”

You’re not required to file this agreement with the state, but once signed, it becomes legally binding.

If there’s no agreement? The law defaults to the Maryland LLC Act, a one-size-fits-all rulebook that rarely fits how real businesses operate.

What Happens If You Skip the Operating Agreement

If you don’t have one, Maryland’s default rules apply. That means:

  • All members are assumed to have equal ownership and voting power
  • No clear plan for departures, death, or nonperformance
  • Profits and losses are divided equally, not based on effort or capital
  • No formal structure for decision-making or conflict resolution

This might be fine when everything’s going smoothly, but during a dispute or major change, it becomes a major liability.

Why Even Single-Member LLCs Should Have One

If you’re a solo owner, you might ask, “Why bother?”

Here’s why:

  • It shows you’re treating the business as separate from yourself, which strengthens your liability shield
  • Lenders may require it for financing or account setup
  • It documents your plans for income, succession, and recordkeeping

Courts can and do pierce the corporate veil in Maryland if the LLC isn’t run as a distinct legal entity. A signed operating agreement is a key safeguard.

What You Should Include in a Maryland Operating Agreement

1. Member Information and Ownership

  • Member names and contact info
  • Ownership percentages or units
  • Capital contributions (cash, services, property)

2. Management Structure

  • Member-managed or manager-managed?
  • Who makes decisions day to day?
  • Who can sign contracts on behalf of the LLC?

3. Voting Rights and Rules

  • What requires a vote?
  • One vote per member vs. weighted by ownership
  • What happens in case of a tie?

4. Profit and Loss Allocation

  • How and when profits are distributed
  • How losses are handled for tax purposes
  • Are distributions mandatory?

5. Adding or Removing Members

  • How new members are admitted
  • Buyout rules
  • Grounds for involuntary removal

6. Transfers, Death, and Succession

  • Can interests be sold or assigned?
  • Do other members have first refusal rights?
  • What happens if a member dies or is incapacitated?

7. Dissolution and Winding Up

  • How and when the LLC can dissolve
  • Who handles closure
  • How assets and debts are distributed

8. Dispute Resolution

  • Will disputes go to mediation, arbitration, or court?
  • Who pays legal fees?
  • Where are disputes handled (venue)?

Common Mistakes in Operating Agreements for LLCs

  • Copying templates from other states
  • Agreements that don’t match how the business actually runs
  • No mention of buyouts or succession
  • Conflicts between the agreement and the LLC’s Articles of Organization
  • No agreement at all — just an email thread and handshake

What to Do Now?

If you already formed your Maryland LLC but haven’t created (or reviewed) an operating agreement:

Start here:

  • Gather ownership and role details
  • Talk to your co-members now, not during a crisis
  • Customize the agreement to match Maryland law and your operations
  • Store it with company records
  • Review it annually or after big changes

Final Thought

Your LLC might be legally formed, but it’s not legally protected unless you treat it like a real business.

An operating agreement isn’t paperwork. It’s your foundation — for avoiding disputes, growing properly, and staying protected.

Need help drafting or reviewing one?

Because “we’ll figure it out later” isn’t a business plan.

It’s a lawsuit waiting to happen.

https://www.nguyenroche.com/wp-content/uploads/2025/06/images_blog_operating-agreement.jpg 667 1000 Nguyen Roche Sutton https://www.nguyenroche.com/wp-content/uploads/2025/11/logo.png Nguyen Roche Sutton2025-07-25 17:05:292025-12-09 15:33:04Do You Really Need an Operating Agreement for Your Maryland LLC?

When Executive Behavior Becomes a Legal Problem

July 24, 2025/in Business and Corporate Law/by Nguyen Roche Sutton

Not gossip. Just a wake-up call.

You’ve probably seen the viral moment already: a CEO and their head of HR caught in an… extremely public moment. Now there’s a resignation. Headlines. Commentary. Memes.

I’m not here to recap gossip.

But I am here to say this: what happened isn’t just about workplace drama. It’s a legal, ethical, and structural issue and one that should make every business owner or leadership team pause and ask:

What would we do if this happened in our office?

Because when behavior at the top crosses a line — even outside the office — the ripple effects hit everything: morale, compliance, trust, reputation… and yes, legal exposure.

Let’s talk about it.

1. Executive Behavior Can Trigger Legal Fallout

When the boss is involved, personal decisions can become company liability. This includes:

  • Creating a hostile work environment, even unintentionally
  • Violating internal policies or fiduciary obligations
  • Undermining the integrity of your HR function
  • Raising conflict-of-interest or retaliation risks

In Maryland, claims under Title 20 of the State Government Article allow employees to pursue workplace discrimination and harassment complaints beyond federal protections — and if your leadership behavior crosses lines, it opens the door.

Action Step:

Get your leadership team under the same code of conduct everyone else follows — or create a clearer one. That includes expectations for relationships, reporting, conflicts of interest, and public behavior.

It’s not just about having rules on paper. It’s about clarity, fairness, and preventing “but they’re the boss” confusion.

2. If HR Is Involved, You Need a Backup Plan

When the person in charge of investigating misconduct is the one accused of it? That’s a legal minefield.

Maryland employers — even smaller ones — can be held responsible if employees have no trustworthy channel to report concerns.

Action Step:

Set up an alternate reporting process for leadership and HR complaints. That might mean designating your outside counsel, a compliance consultant, or another neutral leader as the go-to.

This matters more than you think. In court, it can mean the difference between showing you took action or looking like you buried it.

3. Resignation Doesn’t End Liability

Letting someone go — even a CEO — isn’t the end of the story. You still have to address:

  • Severance, noncompete, or nondisparagement issues
  • Internal fallout (employee morale, reputational damage)
  • Insurance coverage (D&O, EPLI claims)
  • Potential lawsuits

Action Step:

After a leadership shakeup, schedule a full risk review. That includes reviewing employment agreements, updating internal policies, checking with your insurance carrier, and mapping out a staff communication plan.

Maryland law doesn’t require written policies on all these points but if you ever land in court, not having them makes your defense a lot harder.

4. Have a Real Crisis Response Plan — Not Just PR

You don’t need a 50-page manual. You need to know who calls whom, who investigates, how employees are informed, and what gets documented.

Action Step:

Create a simple leadership-level response plan. Make sure someone outside of HR (and ideally legal) is looped in. Update it annually. Don’t assume “we’ll figure it out.”

If your org chart has blind spots, the crisis will find them.

5. Prevention Isn’t Just an HR Job — It’s a Leadership One

This isn’t about policing people’s private lives. It’s about protecting your business from getting dragged into them.

This quarter, do a leadership audit:

  • Do your execs have clear expectations for conduct?
  • Are reporting channels trustworthy and accessible?
  • Do employment agreements cover what happens after resignation or termination?
  • Are you covered for claims that involve directors or officers?

Maryland-specific tip:

If your company operates here, remember: under Maryland law, you can’t waive an employee’s right to report workplace misconduct, not even with a confidentiality clause. That means your policies and agreements have to thread the needle carefully.

Final Thoughts

The point isn’t to moralize. It’s to be ready.

One misstep at the top can cost you trust, team culture, and real money. So don’t wait until something hits the fan to set your boundaries, build your process, or call your lawyer.

These are grown-up problems. And they need grown-up systems.

If you don’t know where to start, that’s where we come in.

Let’s put the right protections in place before you need them.

https://www.nguyenroche.com/wp-content/uploads/2025/06/images_blog_executive-behavior.jpg 667 1000 Nguyen Roche Sutton https://www.nguyenroche.com/wp-content/uploads/2025/11/logo.png Nguyen Roche Sutton2025-07-24 17:06:232025-12-09 15:37:16When Executive Behavior Becomes a Legal Problem

Overview of Corporate Law Practice in Maryland

May 21, 2025/in Business and Corporate Law/by Nguyen Roche Sutton

Corporate law in Maryland encompasses a broad range of legal services aimed at supporting businesses at every stage of their lifecycle—from formation and governance to dissolution or mergers.

Firms specializing in corporate law provide guidance to businesses of all sizes, from small startups to large corporations, navigating both state and federal regulations.

Key areas of focus within Maryland’s corporate law practice include:

1. Business Formation:

Maryland corporate attorneys assist with choosing and forming the appropriate legal entity, such as corporations, LLCs, partnerships, or non-profits.

They ensure compliance with the Maryland General Corporation Law (MGCL) and help draft foundational documents like articles of incorporation, bylaws, and operating agreements.

2. Corporate Governance:

Firms advise on governance practices, helping boards of directors and officers adhere to their fiduciary duties. This includes assisting in the establishment of internal policies, compliance programs, and navigating shareholder disputes.

3. Mergers and Acquisitions (M&A):

Maryland corporate lawyers play a vital role in structuring, negotiating, and executing mergers, acquisitions, and other business combinations. They perform due diligence, draft transactional documents, and work to ensure regulatory compliance, including any filings with the Maryland State Department of Assessments and Taxation (SDAT).

4. Securities and Compliance:

Businesses operating in Maryland must comply with both state and federal securities laws. Corporate law firms assist clients with SEC filings, private placements, and initial public offerings (IPOs). They also guide compliance with the Maryland Securities Act.

5. Contract Drafting and Negotiation:

Corporate law practice in Maryland includes preparing and negotiating contracts, including vendor agreements, employment contracts, shareholder agreements, and intellectual property licensing agreements.

6. Employment and Labor Issues:

Corporate law practices often work closely with labor law specialists to ensure businesses are in compliance with Maryland’s employment laws, addressing issues such as employee contracts, workplace policies, and disputes.

7. Litigation and Dispute Resolution:

Corporate attorneys represent businesses in litigation related to contract disputes, shareholder disagreements, and regulatory violations. They also offer alternative dispute resolution methods, including mediation and arbitration.

8. Bankruptcy and Restructuring:

Maryland corporate lawyers help distressed businesses explore options for restructuring, debt negotiation, or bankruptcy under federal and state laws.

Good to Know

Given Maryland’s proximity to major financial hubs like Washington, D.C., corporate law practice in the state often intersects with governmental regulations, healthcare, and technology sectors, making it a dynamic and critical area of law for businesses.

Do you need guidance navigating state and federal regulations for your business? Get in touch today.

https://www.nguyenroche.com/wp-content/uploads/2025/12/images_blog_overview-corporate-law.jpg 667 1000 Nguyen Roche Sutton https://www.nguyenroche.com/wp-content/uploads/2025/11/logo.png Nguyen Roche Sutton2025-05-21 20:03:202025-12-17 20:28:30Overview of Corporate Law Practice in Maryland

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