LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Maryland

At a glance

Requirements one by one

Maryland uses “ceases to be a member,” not a revised-uniform dissociation code

Md. Code, Corps. & Ass'ns § 4A-1303 names Title 4A the Maryland Limited Liability Company Act. Section § 4A-101(n) defines a member as a person who has been admitted and “has not ceased to be a member.” Section 4A-606 then supplies the status-ending events.

That terminology matters. The complete current LLC title does not contain the revised-uniform architecture of rightful versus wrongful dissociation, wrongful-exit damages, unanimous-other-member expulsion, or judicial member expulsion. Maryland instead combines an agreement-controlled withdrawal and removal system with a closed default event list and an optional company buyout.

The agreement can change almost every status-exit default

Under §§ 4A-101(x) and 4A-102, “unless otherwise agreed” means the articles, the operating agreement, or unanimous member consent plus any other agreement- required consent. Sections 4A-605, 4A-606, and 4A-606.1 each begin with that phrase. The agreement may therefore prohibit or limit withdrawal, change the cessation events, and replace the optional liquidation rule.

Section § 4A-402(a)(1) also permits the agreement to give exclusive management authority to a nonmember. Member-status exit and a separately granted management or agency role should not be treated as necessarily identical.

Default withdrawal takes at least six months' written notice

Section 4A-605(a) permits withdrawal before dissolution and winding up only after at least six months' prior written notice to the other members. The statute specifies the destination precisely: each other member at that member's address shown on the LLC's books and records.

The section does not state an acceptance, LLC consent, signature, or Department filing condition. But subsection (b) lets the operating agreement bar withdrawal or impose other limits, so the default notice route cannot be applied without checking the governing documents and required consents.

Nonjudicial removal must come from the agreement

Section 4A-606(2) ends membership when the person “is removed as a member in accordance with the operating agreement.” It does not create a free-standing majority, unanimous-other-member, illegality, full-transfer, or no-cause vote.

Because unanimous consent under § 4A-101(x) includes the members, it can change an otherwise-agreed default; it is not the revised-uniform route by which only the other members expel someone from a fixed statutory list.

Judicial dissolution is not judicial member expulsion

The complete current Title 4A states no applicant or conduct grounds for a court to expel a member. Section 4A-903 instead lets a member or someone acting on the member's behalf seek dissolution of the LLC when it is not reasonably practicable to carry on the business in conformity with the articles or operating agreement.

That remedy changes the entity's status and begins a winding-up path. It is not a court order removing one member while the ordinary LLC continues.

The automatic list is broad but does not include entity transactions

Section 4A-606(3)-(10) covers creditor assignment; voluntary bankruptcy and insolvency steps; requested receivership, trusteeship, or liquidation; an uncured involuntary proceeding or appointment after 120 days; individual death or adjudicated incompetence; trust termination; partnership or LLC dissolution and winding up; corporate dissolution or charter revocation; an estate's full economic-interest distribution; and assignment of the entire economic interest.

The list states no separate merger, conversion, domestication, or interest- exchange event. A transaction may still produce another listed event or an agreement consequence, but this survey does not infer one.

Member rights end, while unredeemed economics may remain

Section 4A-101(p) defines the noneconomic interest to include inspection, management, voting, and status-based agency. Once the person ceases to be a member, those member rights end. For a full economic-interest assignment, § 4A-603(d) expressly says the former member forfeits the noneconomic interest; subsection (e) makes a pledge or lien alone insufficient to cause that result.

Title 4A does not state a dissociation-specific rule cutting off future duties. Separately granted agency, management, employment, contract, indemnity, and professional obligations therefore require their own authority and facts.

The LLC—not the former member—chooses the statutory fair-value liquidation

If the LLC continues, § 4A-606.1(a) permits it, within a reasonable time, to elect complete liquidation of the former member's interest. The amount is fair value as of the status-exit date, measured by the person's right to share in distributions.

The election is optional. If the LLC declines, subsection (b) deems the former member an assignee of the unredeemed economic interest under §§ 4A-603 and 4A-604. The statute does not give the departing member a unilateral fair-value demand under this section.

Liabilities, records, and dissolution use separate rules

Section § 4A-502(a)-(b) preserves promised contribution and wrongful-return obligations, including when death or disability prevents performance, unless the stated compromise route applies. Section 4A-603(c) specifically does not release a full-interest assignor from § 4A-502 liability merely because the assignee becomes a member.

Section § 4A-406(a) grants inspection to a member, not a former member, and the status-exit provisions require no separate public filing. Under § 4A-902(d), one person's exit ordinarily does not dissolve the LLC. A 90-consecutive-day period without any member can cause dissolution, subject to the section's continuation, successor, assignee, personal-representative, guardian, and new- member routes.

What trips people up

• Six months is an advance period, not a cure after immediate departure. Section 4A-606 recognizes a withdrawal “as authorized” by § 4A-605.
• The buyout is the company's election. Section 4A-606.1 does not give the former member an automatic right to force fair-value payment.
• Full assignment and a pledge differ. Full economic-interest assignment ends membership by default; a pledge, lien, or security interest does not.
• One departure usually does not dissolve the LLC. The no-member branch and its 90-day continuation mechanisms are separate from ordinary status exit.

Common questions

Where must the six-month notice go?

To every other member at the respective address shown for that member in the LLC's books and records.

Does an involuntary bankruptcy filing end membership immediately?

Not under the default in § 4A-606(4). The proceeding or unvacated appointment must continue for the stated 120-day period; voluntary filings and orders use the separate immediate-event clauses.

What remains if the LLC does not elect fair-value liquidation?

The former member is deemed an assignee of the unredeemed economic interest, without the noneconomic rights of membership.

Does a charging lien itself end membership?

No. Section 4A-603(e) says a pledge, security interest, lien, or other encumbrance does not by itself end membership or the noneconomic interest.

Statutes and sources

• Md. Code, Corps. & Ass'ns §§ 4A-101, 4A-102, and 4A-402 — definitions, agreement control, nonmember management, and contract policy. Official § 4A-101 and § 4A-402 (accessed August 30, 2026).
• Md. Code, Corps. & Ass'ns §§ 4A-406, 4A-502, and 4A-603 — inspection, retained obligations, assignment, member-status loss, and economics. Official § 4A-406, § 4A-502, and § 4A-603 (accessed August 30, 2026).
• Md. Code, Corps. & Ass'ns §§ 4A-605, 4A-606, and 4A-606.1 — withdrawal, cessation events, optional fair-value liquidation, and retained-assignee rule. Official § 4A-605, § 4A-606, and § 4A-606.1 (accessed August 30, 2026).
• Md. Code, Corps. & Ass'ns §§ 4A-901 to 4A-903 and 4A-1303 — dissolution, no-member continuation, judicial-dissolution boundary, and complete current LLC title. Official § 4A-902 and current 2026 official article PDF (accessed August 30, 2026).