Operating and Partnership Agreement Attorney Serving the DMV
LLC operating agreements and partnership agreements for businesses in Maryland, D.C., and Virginia. Work directly with one attorney across all three jurisdictions.
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An operating agreement is the internal contract that sets how your LLC is owned, managed, and paid out, and a partnership agreement does the same job for a partnership. Thienel Law drafts and reviews both for business owners across Maryland, D.C., and Virginia.
If two or more people run a business together, the law may treat them as partners even if nobody signed anything. That default can decide who controls the company, who splits the profits, and who answers for the debts, often in ways the owners never intended. An operating agreement for an LLC, or a partnership agreement for a partnership, lets you set those rules yourself instead of inheriting your state’s fallback provisions. Thienel Law writes and reviews these agreements for founders, co-owners, and families in business together across Maryland, D.C., and Virginia. You work directly with Stephen Thienel, an attorney who handles the business, tax, and estate sides of ownership in-house, so the document fits how you actually plan to run and eventually leave the company.
What is an operating agreement, and who needs one?
An operating agreement is the internal, written contract among the members of an LLC. It sets how the company is managed, how money moves, and how ownership can change. A partnership agreement does the same job for a general or limited partnership. In Maryland, D.C., and Virginia, these are private documents. You do not file them with the state the way you file articles of organization, and the company is bound by the agreement even in a single-member LLC. Anyone who co-owns a business needs one, and so does the solo owner who wants the liability protection of an LLC to hold up. If you have partners, investors, family members, or plans to bring in new owners, the agreement is what keeps a handshake from becoming a lawsuit.
What happens if your business has no written agreement?
Without a signed agreement, your company runs on the default rules in your state’s statutes, and those rules rarely match what the owners assumed. For an LLC with no operating agreement, the statute decides how votes are counted, how profits are shared, and what happens when a member wants out. For a partnership, the stakes are higher, because a partnership can form by conduct alone. Under the partnership acts in Maryland, D.C., and Virginia, two or more people who carry on a business for profit as co-owners form a partnership whether or not they intended to. Sharing profits can even raise a presumption that someone is a partner. An informal arrangement can expose you to shared liability with no written terms to fall back on. A clear agreement replaces guesswork with rules you chose.
What does a Thienel operating or partnership agreement cover?
Every agreement is built around how your specific business is owned and run. Common terms include:
- Ownership percentages, capital contributions, and how future contributions are handled
- Management structure, voting rights, and who can bind the company
- How profits, losses, and distributions are allocated among owners
- Transfer restrictions, buyout rights, and what happens if an owner dies, divorces, or exits
- Deadlock and dispute-resolution procedures
- Tax elections and allocation provisions, reviewed with the LL.M. in taxation in-house
- Amendment procedures so the agreement can change as the business grows
Single-member LLCs get a right-sized version that keeps the liability shield clean and documents the owner’s control.
How does working with Thienel Law on your agreement work?
You start with a free 30-minute consultation. It is a fit conversation for owners who are ready to hire an attorney, not a strategy session, so we use it to understand your business and confirm we are the right match. From there you work directly with Stephen, not a paralegal or an intake team. The practice runs online, with secure document sharing, video meetings, and electronic signatures, so you can handle the whole matter from wherever your business is based. You get clear, flat terms before the work starts, so you know the scope and the cost up front.
How do operating and partnership agreements differ across Maryland, D.C., and Virginia?
The core idea is the same in all three jurisdictions, but the governing statutes differ. Maryland LLCs run under the state’s Limited Liability Company Act, and an operating agreement there does not have to be in writing unless the articles of organization require it. Virginia works the same way, where the company is bound by the agreement even if it never signs it. In the District of Columbia, the LLC statute spells out limits on what an operating agreement can do; it cannot, for example, eliminate the duty of good faith and fair dealing or unreasonably restrict a member’s right to company information. For partnerships, all three jurisdictions follow a version of the Uniform Partnership Act, so the accidental-partnership rule and the default terms are broadly similar. Because an oral or implied agreement can still bind you, a written document checked against the current statute is the safer choice.
Related business services for DMV owners
An operating or partnership agreement is one piece of a company’s legal foundation. If you are still choosing an entity, start with business formation. Owners who need day-to-day contracts drafted or reviewed can turn to contract drafting and review. When co-owners want an exit plan, a buy-sell and succession agreement sets the terms for a departure or sale, and a business purchase or sale may need its own diligence. Companies leasing space can have a commercial lease reviewed before signing. For ongoing needs, Thienel Law also serves as outside general counsel. All of these connect back to the firm’s business law practice.
What clients say about working with Steve
I have worked with Steve Thienel for more than 20 years now and the experience has been amazing. Steve and his team are very thorough, they review all sides of a situation, and are very measured in how they approach a solution. They are 100% client focused and a pleasure to work with!
Throughout years, Steve has been my go to guy for business, real estate, and legal work. Steve works fast and is highly reliable. I would recommend Steve to anyone.
Received expert advice including options when applicable. Filings were timely and I was kept informed each step of the way. First class service!!!
I have been receiving services from Mr. Thienel for over 15 years. I have found his legal services to be of exceptionally high value and quality. His services are always timely, professional and thorough!
Reviews are published as given. Thienel Law does not offer compensation for reviews.
Frequently asked questions
Do I need an operating agreement if I am the only owner of my LLC?
Yes, a single-member LLC still benefits from an operating agreement. It documents that the business is separate from you, which helps the liability shield hold up, and in Maryland, D.C., and Virginia the company is bound by the agreement even with one member. It also records your management and succession decisions.
Is an operating agreement required to be filed with the state?
No. An operating agreement is a private, internal document. You file articles of organization or a certificate to create the LLC, but the operating agreement stays with the company and its owners.
Can a partnership exist without a written agreement?
Yes. In Maryland, D.C., and Virginia, two or more people who carry on a business for profit as co-owners form a partnership whether or not they meant to. Sharing profits can even create a presumption that someone is a partner. A written partnership agreement lets you set the terms yourself instead of relying on the statute's defaults.
What is the difference between an operating agreement and a partnership agreement?
An operating agreement governs a limited liability company, and a partnership agreement governs a partnership. They do the same core job but operate under different statutes and offer different liability treatment. The right document depends on the entity you have or the one you should form.
Can Thienel Law review an agreement I already have?
Yes. Many owners come in with a template or an old agreement that no longer fits the business. Stephen reviews the existing document against the current law in your jurisdiction and your actual ownership situation, then recommends focused changes rather than a full rewrite when that is all you need.
Does Thienel Law help owners in all three DMV jurisdictions?
Yes. Stephen Thienel is licensed in Maryland, Washington, D.C., and Virginia, so one attorney can handle your agreement wherever your business is based. The firm runs a remote, online practice from its Alexandria, Virginia office.
Ready to put your ownership terms in writing?
If you are ready to hire an attorney for your operating or partnership agreement, let's talk. Book a free 30-minute consultation and work directly with Stephen Thienel across Maryland, D.C., and Virginia.
- Tell Steve about your matter
- Pick a time that works