The arithmetic in a Maryland LLC operating agreement is small, and it is where most home-drafted agreements disagree with themselves: an ownership clause that does not follow from the contributions, a distribution clause that ignores the reserve, a voting threshold nobody translated into names. This page works those figures for a dental practice management company in Maryland owned by two dentists and a practice manager, so the members' $80,000 of capital, their profit and their chosen thresholds come out as shares, distributions and a vote that agree with each other. The free worksheet on this site does the same from your own figures with no account. What the state requires the agreement to say, and what it charges, are the filing office's and your attorney's; this page publishes neither.
The contribution schedule is the clause the rest reads from
For a dental practice management company in Maryland, formed by two dentists and a practice manager, a Maryland LLC operating agreement usually opens with the members and what each put in, and every later clause reads from that schedule. On the worked example, three members contributing $50,000, $20,000 and $10,000 own 62.5%, 25.0% and 12.5% of the company. The worksheet takes the contributions and returns the shares, so the ownership clause is worked from the contribution clause rather than typed in beside it and later found to disagree.
Distributions after a reserve, on the profit the members enter
Most agreements let the company keep a reserve before anything is distributed, then split what is left by ownership. With $100,000 of profit and a 5% reserve, $95,000 is distributable and the largest member's share of it is $59,375. Whether a Maryland company distributes at all, and when, is the members' decision under their own agreement; the worksheet works the figure and publishes no rule about it.
The vote a major decision needs, as capital that must say yes
A major-decision clause names a share of ownership, and the worksheet turns it into money and names. At a 65% threshold on $80,000 of capital, $52,000 of contributions must vote yes, which with shares of 62.5%, 25.0% and 12.5% means particular members and not others. What a Maryland agreement should set the threshold at is the members' call and their attorney's; the arithmetic is the same at any number.
Where a Maryland agreement's rules live, and where its numbers do
Whether Maryland requires a written operating agreement, what it must contain and what the state charges to form or maintain the company are questions for the Maryland Department of Assessments and Taxation, Business Services, named below, and for your attorney; this page publishes no rule text, no fee and no legal advice. What it does publish is the arithmetic the agreement records: the shares from the contributions, the distributions from the profit and the capital a decision needs, worked free on this site from the members' own figures, and kept against the company by LLC Lane Pro when the members want the record.
Questions people ask about maryland llc operating agreement
Does a Maryland LLC need an operating agreement?
Whether Maryland requires one is a question for the Maryland Department of Assessments and Taxation, Business Services and your attorney, and this site does not answer it. What every multi-member company needs, required or not, is agreement on the shares, the distributions and the vote, which is what the free worksheet works from your own figures.
What does a Maryland LLC operating agreement cost?
This site publishes no fee and no attorney's rate. The worksheet that works the agreement's numbers is free with no account; LLC Lane Pro, which keeps every company, member and agreement against the record, is one flat monthly price shown on the pricing page.
Is the worksheet a template with clause text?
No. It works the figures the clauses record: shares from capital, distributions after a reserve and the capital a major decision needs. The clause wording is your attorney's; the numbers in the blanks are the worksheet's, so they agree with each other before anyone signs.