This operating agreement template is for use by a member-managed Maryland limited liability company (LLC) with multiple members. The detailed clauses regarding capital contributions, management, and distributions may be especially important when there are multiple members. You should consult with the LLC's accounting service providers to ensure the tax provisions are appropriate for the LLC. This template includes practical guidance, drafting notes, and alternate clauses. Note that on January 1, 2018, new rules passed in the Bipartisan Budget Act of 2015 (BBA) took effect governing IRS tax audits of partnerships and limited liability companies (and other entities) taxed as partnerships. This template takes into account these rules bringing significant changes to the assessment and collection of tax at the partnership level, calculating imputed underpayment, the introduction of a "partnership representative" or "tax member representative" that differs in certain critical ways from the former legislation's "tax matters partner," requirements to elect out of the new rules, and an election to push out imputed underpayments to the partners in an affected year. This operating agreement template for a Maryland limited liability company includes provisions that respond to the new legislation, by requiring, to the extent possible, the LLC both to elect out of the new audit rules (when eligible) and to push out the imputed underpayments to the members of the year that was audited. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). For a discussion of filing requirements generally, see Operating Agreement and Initial Filing Requirements State Law Survey (LLC).