Maryland § 4A-401
Full text of Maryland Maryland Code § 4A-401, with citation guidance and answers to common questions.
§ 4A-401.
(a) (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.
(b) Notwithstanding a statement in the articles of organization or the 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.
(c) 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.
Frequently Asked Questions About Maryland § 4A-401
What does Maryland Code § 4A-401 cover?
Section 4A-401 is part of the Maryland Code, the codified statutory law of Maryland. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Maryland § 4A-401?
A common citation format is "Maryland Code § 4A-401" (Maryland). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Maryland law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Maryland official source linked on this page or consult a licensed Maryland attorney.
How does Maryland § 4A-401 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Maryland can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Maryland.