For this assignment, you will draft two documents to form and begin operating a limited liability companyin Maryland: 1) Articles of Organization; and 2) Operating Agreement.

Articles of Organization

Pick a name for a name for your LLC and check with the State of Maryland Department of Assessment and Taxation to see if the name is available. Research the necessary form and adapt that form to properly create the Articles of Organization for your new limited liability company. In creating your new company, choose an address, a resident agent and an address for the resident agent. Identify the purpose of the company and the members of the company who are authorized to sign the document. The Articles of Organization should be sufficient to be accepted by the State of Maryland.

Operating Agreement

Research the necessary form and adapt the form to create the Operating Agreement for your LLC. Your Operating Agreement should:

• Explain how the LLC was formed,
• Its name, purpose, principal office address,
• Registered agent
• Names and addresses of members
• If and how additional members may be admitted.
• Details on the capital contributions of the members (you can be creative as to how you capitalize the company)
• Details on how profits and losses should be allocated and how distributions are made.
• Indemnification of members
• Powers and Duties of Managers
• Salaries, Reimbursement and Payment of Expenses
• The method of accounting, fiscal year, banking, and filing of tax returns
• If and how membership interest can be transferred
• How the company can be dissolved and procedures for winding up
• General provisions including, but not limited to, that the laws of the State of Maryland Govern and that the agreement can be signed in counterparts