Md. Code, Corporations and Associations, Title 4A

Md. Code, Corporations and Associations, Title 4A
in effect

Md. Code, Corporations and Associations § 4A-12A-01

§4A–12A–01. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) In this subtitle the following words have the meanings indicated. (b) “Assembly” means all members of a limited worker cooperative association who have voting rights under this subtitle and the limited worker cooperative association’s cooperative agreement. (c) “Collective worker cooperative” means a limited worker cooperative association that has only one class of members consisting of worker members who manage all of the affairs of the association. (d) “Cooperative agreement” means the operating agreement of a limited worker cooperative association. (e) “Foreign worker cooperative” means an entity formed under the laws of a state other than this State that is similar to an entity formed under this subtitle. (f) “Investor member” means a member of a limited worker cooperative association who is not required or permitted to conduct patronage with the association in the member’s capacity as an investor member in order to receive or retain the member’s interest in the association. (g) “Limited worker cooperative association” means a Maryland limited liability company that elects to be a limited worker cooperative association in accordance with this subtitle. (h) “Patron member” means a member of a limited worker cooperative association who is required or permitted to conduct patronage with the association. (i) “Patronage” means business transactions between a limited worker cooperative association and a person that entitles the person to receive financial rights based on the value or quantity of business between the association and the person. (j) “Representative” means a person serving on the board of representatives of a limited worker cooperative association. (k) “Voting power” means the proportion of total votes entitled to be cast on a matter that are held by a particular member or a group or class of members. (l) “Worker member” means a patron member of a limited worker cooperative association who is a natural person and whose patronage consists of or includes labor contributed to or for the association.

Md. Code, Corporations and Associations § 4A-12A-02

§4A–12A–02. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) The provisions of this subtitle apply to limited worker cooperative associations except to the extent that: (1) The context of a provision clearly requires otherwise; or (2) A specific provision of this title provides otherwise. (b) This subtitle applies only to a limited worker cooperative association. (c) (1) The existence of this subtitle does not of itself create any implication that a contrary or different rule of law is or would be applicable to a limited liability company that is not a limited worker cooperative association. (2) This subtitle does not affect any statute or rule of law as it applies to a limited liability company that is not a limited worker cooperative association. (d) A provision of the articles of organization or cooperative agreement of a limited worker cooperative association may not be inconsistent with any provision of this subtitle.

Md. Code, Corporations and Associations § 4A-12A-03

§4A–12A–03. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** Unless otherwise provided in this subtitle, the policy of this subtitle is to give maximum effect to the principle of democratic self–management of a limited worker cooperative association by its worker members.

Md. Code, Corporations and Associations § 4A-12A-04

§4A–12A–04. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) A limited liability company may elect to be a limited worker cooperative association under this subtitle by including in its articles of organization a statement that the limited liability company is a limited worker cooperative association. (b) A limited liability company that has elected to be a limited worker cooperative association may further elect to be a collective worker cooperative by including in its articles of organization a statement that it is a collective worker cooperative. (c) Unless the limited worker cooperative association has elected to be a collective worker cooperative, the articles of organization of a limited worker cooperative association shall include the names of those individuals who will serve as representatives until their successors are elected and qualify. (d) The name of a limited worker cooperative association shall comply with the requirements of Title 1, Subtitle 5 of this article.

Md. Code, Corporations and Associations § 4A-12A-05

§4A–12A–05. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) This section does not apply to a collective worker cooperative. (b) After a limited worker cooperative association is formed: (1) If initial representatives are named in the articles of organization, the initial representatives shall hold an organizational meeting to adopt the cooperative agreement and carry on any other business necessary or proper to complete the organization of the association; or (2) If initial representatives are not named in the articles of organization, the person who has caused the articles to be executed and filed for record shall designate the initial representatives and call a meeting of the initial representatives to adopt an initial cooperative agreement and carry out any other business necessary and proper to complete the organization of the association. (c) Unless provided otherwise in the articles of organization, the initial representatives may cause the limited worker cooperative association to accept members. (d) Initial representatives of a limited worker cooperative association need not be members of the association. (e) An initial representative serves until: (1) A successor is elected and qualifies at an assembly meeting; or (2) The representative is removed.

Md. Code, Corporations and Associations § 4A-12A-06

§4A–12A–06. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** After a collective worker cooperative is formed, the initial worker members shall hold an organizational meeting to adopt the cooperative agreement and conduct any other business necessary or proper to complete the organization of the collective worker cooperative.

Md. Code, Corporations and Associations § 4A-12A-07

§4A–12A–07. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** Clear reference to the fact that a limited liability company is a limited worker cooperative association shall appear prominently: (1) At the head of the articles of organization or an amendment made to the articles of organization in which the election to be a limited worker cooperative association is made; (2) At the head of each subsequent articles of organization of the limited worker cooperative association; and (3) On each certificate representing outstanding membership interests in the limited worker cooperative association.

Md. Code, Corporations and Associations § 4A-12A-08

§4A–12A–08. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) Subject to subsection (b) of this section, a limited worker cooperative association may terminate its status as a limited worker cooperative association by amending its articles of organization to delete the statements required by § 4A–12A–04 of this subtitle. (b) Any termination of a limited worker cooperative association’s status shall be subject to the approval of two–thirds of the voting power of worker members and two–thirds of all members entitled to vote on the matter.

Md. Code, Corporations and Associations § 4A-12A-09

§4A–12A–09. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) The cooperative agreement of a limited worker cooperative association shall include: (1) A statement of the capital structure of the association; (2) The classes or other types of membership interests and relative rights, preferences, and restrictions granted to or imposed on each class or other type of membership interest, including: (i) A statement concerning: 1. The manner in which profits and losses are allocated and distributions are made among members; and 2. If investor members are authorized, the manner in which profits and losses are allocated and distributions are made among investor members; and (ii) A statement designating voting and other governance rights of each class or other type of membership interest, including which members have voting power and any restrictions on voting power; (3) A statement of the method of admission of members; (4) A statement that a membership interest is transferable, if it is to be transferable, and a statement of the conditions under which it may be transferred; (5) A statement concerning whether and how persons that are not members but conduct business with the association may be allowed to share in allocations of profits and losses and receive distributions; (6) A statement of the number and terms of representatives or the method by which the number and terms are determined; (7) A statement addressing members’ contributions; and (8) A statement on whether the limited worker cooperative association will elect to be taxed as a partnership or a corporation for federal and State income tax purposes that includes an explanation of the tax implications of the election for the worker members. (b) The cooperative agreement of a limited worker cooperative association may contain any provision for managing and regulating the affairs of the association not inconsistent with its articles of organization or this title. (c) A person that becomes a member of a limited worker cooperative association is deemed to assent to the cooperative agreement of the association. (d) The cooperative agreement of a limited worker cooperative association may be entered into before, after, or at the time of filing of articles of organization and may be made effective as of: (1) The time of formation of the association; or (2) The time or date provided in the cooperative agreement.

Md. Code, Corporations and Associations § 4A-12A-10

§4A–12A–10. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) A limited worker cooperative association may include multiple classes of members whose rights and membership interests shall be determined by the cooperative agreement. (b) To begin business, a limited worker cooperative association must have at least three worker members unless the sole member is a limited worker cooperative association. (c) A person becomes a member of a limited worker cooperative association: (1) As provided in the articles of organization or cooperative agreement; (2) As the result of a merger under Subtitle 7 of this title; (3) As a result of a conversion under this article, in which another entity elects to be a limited worker cooperative association under this subtitle; or (4) With the consent of all of the worker members. (d) A member may not act for or bind the limited worker cooperative association solely by reason of being a member. (e) Unless the articles of organization provide otherwise, a debt, an obligation, or any other liability of a limited worker cooperative association is solely that of the association and is not the debt, obligation, or liability of a member. (f) (1) The organization of a limited worker cooperative association under this subtitle does not create a presumption that worker members are employees of the association for any purpose. (2) If a limited worker cooperative association is taxed as a partnership for federal and State income tax purposes, that fact may not be construed to require that a worker member be considered an employee under any State law.

Md. Code, Corporations and Associations § 4A-12A-11

§4A–12A–11. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) In this section, “actual payroll value” means the total amount of money paid to an employee after taxes and deductions and includes the base salary, bonuses, overtime, leave benefits, commissions, and tips. (b) An insurer, as defined in § 1–101 of the Insurance Article, that provides workers’ compensation insurance to members of a limited worker cooperative association formed under this subtitle shall calculate premiums for members who are covered employees: (1) In accordance with Title 11, Subtitle 3 and Title 19, Subtitle 4 of the Insurance Article; and (2) Based on the covered employee’s actual payroll value. (c) The Maryland Insurance Commissioner shall enforce this section. (d) This section may not be construed to prohibit a limited worker cooperative association from acquiring other forms of insurance.

Md. Code, Corporations and Associations § 4A-12A-12

§4A–12A–12. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) A limited worker cooperative association shall have an assembly as constituted by the body of all voting members. (b) An individual is not an agent of a limited worker cooperative association solely by being a member of the assembly. (c) A debt, an obligation, or any other liability of a limited worker cooperative association is solely that of the association and is not a debt, an obligation, or a liability of a member of the assembly solely by reason of being a voting member.

Md. Code, Corporations and Associations § 4A-12A-13

§4A–12A–13. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) The assembly shall meet annually at a time: (1) Provided in the articles of organization or cooperative agreement; or (2) Set by the board of representatives that is consistent with the articles of organization or cooperative agreement. (b) Except as otherwise provided in the cooperative agreement, members may attend or conduct the annual assembly meeting through any means of communication if all members attending the meeting are able to communicate with each other during the meeting. (c) The board of representatives shall report, or cause to be reported, at the annual assembly meeting the association’s business and financial condition as of the close of the most recent fiscal year. (d) Except as otherwise provided in the cooperative agreement, the board of representatives shall designate the presiding officer of the annual assembly meeting. (e) Failure to hold an annual assembly meeting does not affect the validity of any action taken by the limited worker cooperative association. (f) (1) Subject to paragraph (2) of this subsection, a limited worker cooperative association shall notify each member of the time, date, and place of a meeting of the members at least 10 and not more than 60 days before the annual assembly meeting. (2) If the notice is of a meeting of the members in one or more classes of members, the notice shall be given only to members in those classes.

Md. Code, Corporations and Associations § 4A-12A-14

§4A–12A–14. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) (1) A special meeting of the assembly may be called only: (i) As provided for in the cooperative agreement; (ii) By a majority of votes of the board of representatives on a proposal stating the purpose of the special meeting; or (iii) By demand in a record signed by members holding at least 20% of the voting power of the persons entitled to vote on the matter that is the purpose of the special meeting. (2) A demand under paragraph (1)(iii) of this subsection shall be submitted to: (i) The officer of the limited worker cooperative association charged with keeping the records of the association; or (ii) If no officer has been charged with keeping the records of the association, a representative. (3) Any voting member may withdraw the member’s demand under paragraph (1)(iii) of this subsection before receipt by the limited worker cooperative association of demands sufficient to require a special meeting of the assembly. (b) Except as otherwise provided in the cooperative agreement, members may attend or conduct the special assembly meeting through any means of communication if all members attending the meeting are able to communicate with each other during the meeting. (c) Only business within the purposes stated in the notice of special meeting may be conducted at the meeting. (d) Except as otherwise provided in the cooperative agreement, the presiding officer of a special meeting shall be designated by the board of representatives.

Md. Code, Corporations and Associations § 4A-12A-15

§4A–12A–15. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) The articles of organization or cooperative agreement may allocate voting power among members on the basis of one or more of the following: (1) One member, one vote; (2) If a member is a cooperative, the number of its members; or (3) Subject to subsection (b) of this section, use or patronage. (b) If voting power is allocated on the basis of use or patronage and a worker member would be denied a vote because the worker member did not use the limited worker cooperative association or conduct patronage with it, the worker member shall be allocated a vote equal to at least the minimum voting power allocated to worker members who used the association or conducted patronage with it. (c) The articles of organization or cooperative agreement may provide for the allocation of member voting power by class. (d) Investor members are not entitled to vote unless the articles of organization or cooperative agreement provides otherwise. (e) (1) This subsection does not apply where this title or the articles of organization or cooperative agreement require a higher voting threshold than is required by paragraph (2) of this subsection. (2) Notwithstanding any provision of the articles of organization or cooperative agreement, all representatives shall be elected and all other decisions within the authority of the assembly shall be made by a majority vote of: (i) The worker members of the association; and (ii) The voting power of members entitled to vote on the election or decision.

Md. Code, Corporations and Associations § 4A-12A-16

§4A–12A–16. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) This section does not apply to a collective worker cooperative. (b) A limited worker cooperative association shall have a board of representatives consisting of at least three individuals. (c) (1) The affairs of a limited worker cooperative association shall be managed by the board of representatives or individuals to whom the board delegates such duties. (2) The board of representatives may adopt policies and procedures consistent with the articles of organization, the cooperative agreement, or this title. (d) An individual is not an agent of a limited worker cooperative association solely by being a representative. (e) A debt, an obligation, or any other liability of a limited worker cooperative association is solely that of the association and is not a debt, an obligation, or a liability of a representative solely by reason of being a representative. (f) Representatives shall be elected for terms determined by the cooperative agreement.

Md. Code, Corporations and Associations § 4A-12A-17

§4A–12A–17. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) A limited worker cooperative association is dissolved and shall commence the winding up of its affairs on the first to occur of the following: (1) At the time or on the happening of the events specified in the articles of organization or the cooperative agreement; (2) Unless a higher threshold is stated in the cooperative agreement, at the time specified by: (i) A two–thirds vote of the worker members; and (ii) A two–thirds vote of the voting power of all members of the assembly; (3) At the time of the entry of a decree of judicial dissolution under § 4A–903 of this title; or (4) Unless otherwise agreed or as provided in subsection (b) of this section, at the time the limited worker cooperative association has had no members for a period of 90 consecutive days. (b) (1) A limited worker cooperative association may not be dissolved or required to wind up its affairs if within 90 days after there are no remaining members of the limited worker cooperative association or within the period of time provided in the cooperative agreement: (i) The last remaining member’s successor or assignee agrees in writing to continue the limited worker cooperative association and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member; or (ii) A member is admitted to the limited worker cooperative association in the manner set forth in the cooperative agreement to be effective as of the time the last remaining member ceased to be a member under a provision in the cooperative agreement that provides for the admission of a member after there are no remaining members. (2) If a new member is not admitted to the limited worker cooperative association in accordance with paragraph (1) of this subsection, and the last remaining member ceased to be a member under § 4A–606(5) of this title, the last remaining member’s personal representative or guardian shall automatically be admitted as a new member of the limited worker cooperative association, effective immediately on the happening of the event described in § 4A–606(5) of this title, unless within 90 days after the personal representative or guardian first has knowledge of the event, the personal representative or guardian: (i) Renounces that admission in writing; or (ii) Designates a person to become a new member, and the designee accepts the designee’s admission in writing or by electronic communication to the personal representative or guardian. (c) A cooperative agreement may provide that the last remaining member’s personal representative, guardian, successor, or assignee shall be obligated to agree in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member. (d) Unless otherwise agreed and subject to the provisions of subsections (a)(4) and (b) of this section, the termination of a person’s membership may not cause a limited worker cooperative association to be dissolved or to wind up its affairs and the limited worker cooperative association shall continue in existence following the termination of a person’s membership.

Md. Code, Corporations and Associations § 4A-12A-18

§4A–12A–18. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** If a member dies, the deceased member’s personal representative may exercise, for the purpose of settling the estate, the rights the deceased member was entitled to under § 4A–406 of this title.

Md. Code, Corporations and Associations § 4A-12A-19

§4A–12A–19. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) (1) Except as provided in paragraph (2) of this subsection, the profits and losses of a limited worker cooperative association shall be apportioned and distributed in the manner specified by the articles of organization or cooperative agreement. (2) Profits declared as patronage allocations with respect to a period of time and paid or credited to patron members shall be apportioned among the patron members in accordance with the ratio of each patron member’s patronage during the applicable time period to the total patronage by all patron members during that period. (b) The apportionment, distribution, and payment of net earnings of the limited worker cooperative association may be in cash, credits, or written notices of allocation issued by the association.

Md. Code, Corporations and Associations § 4A-12A-20

§4A–12A–20. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) A limited worker cooperative association may establish, through the articles of organization or cooperative agreement, a system of internal capital accounts to reflect the book value and to determine the redemption price of membership interests and written notices of allocation. (b) The articles of organization or cooperative agreement: (1) May allow the periodic redemption of written notices of allocation; and (2) Shall provide for recall and redemption of membership interests on termination of membership in the limited worker cooperative association. (c) (1) A limited worker cooperative association may allocate a portion of retained net earnings and net losses to a collective reserve account. (2) Earnings of a limited worker cooperative association assigned to a collective reserve account may be used for any purpose determined by: (i) In the case of a collective worker cooperative, the members; or (ii) In the case of a limited worker cooperative association other than a collective worker cooperative, the board of representatives.

Md. Code, Corporations and Associations § 4A-12A-21

§4A–12A–21. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** (a) Any membership interest, patronage refund, per unit retain certificate, equity instrument, or evidence of membership interest issued, offered, or sold by a limited worker cooperative association is exempt from the registration requirements of Title 11 of this article. (b) Any membership interest, patronage refund, per unit retain certificate, equity instrument, or evidence of membership interest may be lawfully offered and sold by the issuer or its members, representatives, or salaried employees without the necessity of being registered as a broker or dealer under Title 11 of this article.

Md. Code, Corporations and Associations § 4A-12A-22

§4A–12A–22. NOT IN EFFECT ** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 ** A foreign worker cooperative may register and do business in the State subject to and in accordance with the provisions of Subtitle 10 of this title.

Md. Code, Corporations and Associations § 4A-101

(a) In this title the following terms have the meanings indicated. (b) “Articles of organization” means the articles of organization filed with the Department as specified in § 4A–204 of this title and includes all amendments and restatements of them. (c) “Authorized person” means any person, whether or not a member, who is authorized by the articles of organization, by an operating agreement, or by unanimous consent of the members and any other person whose consent is required by the operating agreement, to execute or file a document required or permitted to be executed or filed on behalf of a limited liability company or foreign limited liability company under this title, or to otherwise act as an agent of the limited liability company. (d) “Bankrupt” means a debtor under the federal Bankruptcy Code as amended or a debtor under any state insolvency act. (e) “Capital contribution” means anything of value that a person contributes as capital to the limited liability company in that person’s capacity as a member, including cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. (f) “Capital contribution value” means the fair market value, as of the date contributed, of a member’s capital contribution, whether or not returned to the member. (g) “Corporation” means a Maryland corporation or a foreign corporation. (h) “Court” includes every court having jurisdiction in the case. (i) “Economic interest” means a member’s share of the profits and losses of a limited liability company and the right to receive distributions from a limited liability company. (j) “Foreign limited liability company” means a limited liability company formed under the laws of a state other than this State. (k) “Guardian” has the meaning stated in § 3–201 of the Courts Article. (l) “Limited liability company” or “domestic limited liability company” means a permitted form of unincorporated business organization which is organized and existing under this title. (m) “Limited partnership” means a Maryland limited partnership or foreign limited partnership as defined in § 10–101 of this article. (n) “Member” means a person who has been admitted as a member of a limited liability company under § 4A–601 of this title or as a member of a foreign limited liability company, and who has not ceased to be a member. (o) “Membership interest” means a member’s economic interest and noneconomic interest in a limited liability company. (p) “Noneconomic interest” means all of the rights of a member in a limited liability company other than the member’s economic interest, including, unless otherwise agreed, the member’s right to: (1) Inspect the books and records of the limited liability company; (2) Participate in the management of and vote on matters coming before the limited liability company; and (3) Act as an agent of the limited liability company. (q) “Operating agreement” means the agreement of the members and any amendments thereto concerning the matters described in § 4A–402(a) of this title. (r) “Partnership” means a partnership formed under the laws of this State, any other state, or under the laws of a foreign country. (s) “Personal representative” has the meaning stated in § 1–102 of the General Provisions Article. (t) (1) “Professional service” has the meaning stated in § 5–101 of this article. (2) “Professional service” includes a service provided by: (i) An architect; (ii) An attorney; (iii) A certified public accountant; (iv) A chiropractor; (v) A dentist; (vi) An osteopath; (vii) A physician; (viii) A podiatrist; (ix) A professional engineer; (x) A psychologist; (xi) A licensed real estate broker, licensed associate real estate broker, or licensed real estate salesperson; or (xii) A veterinarian. (u) “Series company” means a foreign limited liability company that has been established and continues to operate under a series statute. (v) “Series statute” means the statutory provisions of a foreign jurisdiction that: (1) Allow the establishment of designated series, each of which is liable only for the debts, liabilities, obligations, and expenses of that series and is not liable for the debts, liabilities, obligations, and expenses of the foreign limited liability company generally or of any other series of the foreign limited liability company; or (2) Provide that the debts, liabilities, obligations, and expenses incurred or contracted for with respect to the foreign limited liability company generally or any other series of the foreign limited liability company are enforceable only against the assets of the foreign limited liability company generally or the other series of the foreign limited liability company. (w) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (x) “Unless otherwise agreed” means unless otherwise stated: (1) In the articles of organization; (2) In the operating agreement; or (3) By unanimous consent of the members and any other person whose consent is required by the operating agreement.

Md. Code, Corporations and Associations § 4A-102

(a) Unless otherwise provided in this title, the policy of this title is to give the maximum effect to the principles of freedom of contract and to the enforceability of operating agreements. (b) A provision of this title that may be changed by the terms of an operating agreement also may be changed by the terms of the articles of organization.

Md. Code, Corporations and Associations § 4A-201

A limited liability company may be organized under this title and may conduct activities in any state related to any lawful business, purpose, investment, or activity, whether or not for profit, except the business of acting as an insurer.

Md. Code, Corporations and Associations § 4A-202

(a) Any person may form a limited liability company by causing articles of organization to be executed and filed for record with the Department. (b) A limited liability company is formed at the time when the Department accepts the articles of organization for record or at a later time specified in the articles, if in either case there has been substantial compliance with this title.

Md. Code, Corporations and Associations § 4A-203

Unless otherwise provided by law or unless otherwise agreed, a limited liability company has the general powers, whether or not set forth in its articles of organization or operating agreement, to: (1) Have perpetual existence, although existence may be limited to a specified period of time if the limitation is set forth in its articles of organization; (2) Sue, be sued, complain, and defend in all courts; (3) Transact its business, carry on its operations, and have and exercise the powers granted by this article in any state and in any foreign country; (4) Make contracts and guarantees, incur liabilities, and borrow money; (5) Sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any of its assets; (6) Acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located; (7) Issue notes, bonds, and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets; (8) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of other corporations, associations, general or limited partnerships, limited liability companies, foreign limited liability companies, business trusts, and individuals; (9) Invest its surplus funds, lend money in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes of the limited liability company, and take and hold real property and personal property as security for the payment of funds so loaned or invested; (10) Render professional services within or without this State; (11) Elect or appoint agents and define their duties and fix their compensation; (12) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets; (13) Be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, limited liability company, foreign limited liability company, joint venture, trust, or other enterprise; (14) Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement; (15) Make and alter operating agreements as provided in § 4A–402(a) of this title; (16) Cease its activities and dissolve; and (17) Do every other act not inconsistent with law which is appropriate to promote and attain the purposes of the limited liability company.

Md. Code, Corporations and Associations § 4A-203.1

§4A–203.1. Nothing in this title is intended to restrict or limit in any manner the authority and duty of a regulatory body that licenses professionals within this State to license persons who render professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body, notwithstanding that the person is a member, employee, or agent of a limited liability company and is rendering the professional services or engaging in the practice of the profession through the limited liability company.

Md. Code, Corporations and Associations § 4A-204

(a) The articles of organization shall set forth: (1) The name of the limited liability company; (2) The address of its principal office in this State and the name and address of its resident agent; and (3) Any other provision, not inconsistent with law, which the members elect to set out in the articles, including, but not limited to, a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited. (b) It is not necessary to set out in the articles of organization any of the powers enumerated in this title. (c) An amendment to the articles of organization shall be: (1) In writing; (2) Unless otherwise agreed, approved by unanimous consent of the members; (3) Executed under the provisions of § 4A–206 of this subtitle; and (4) Filed for record with the Department.

Md. Code, Corporations and Associations § 4A-205

(a) If any document filed with the Department under this title contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of a certificate of correction. (b) A certificate of correction shall set forth: (1) The title of the document being corrected; (2) The name of each party to the document being corrected; (3) The date that the document being corrected was filed; and (4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective. (c) A certificate of correction may not make any other change or amendment that would not have complied in all respects with the requirements of this article at the time the document being corrected was filed. (d) A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed. (e) A certificate of correction may not: (1) Change the effective date of the document being corrected; or (2) Affect any right or liability accrued or incurred before its filing, except that any right or liability incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.

Md. Code, Corporations and Associations § 4A-206

(a) Articles and certificates required by this title to be filed with the Department shall be executed in the following manner: (1) Articles of organization shall be executed by any individual authorized to do so by the persons forming the limited liability company; and (2) Articles of amendment, articles of merger, certificates of correction, articles of dissolution, articles of continuation, articles of conversion, articles of cancellation, and articles of reinstatement shall be executed by an authorized person. (b) (1) An authorized person may sign any articles or certificates by an attorney in fact. (2) Powers of attorney relating to the signing of articles or certificates by an attorney in fact need not be sworn to, verified, or acknowledged, and need not be filed with the Department. (c) Any document required to be certified, acknowledged, or verified under this title shall be so acknowledged, verified, or certified in accordance with the procedure set forth in Title 1, Subtitle 3 of this article.

Md. Code, Corporations and Associations § 4A-207

(a) (1) The Department may not accept for record or filing any document of a limited liability company that does not conform with law. (2) Any document which purports to be acknowledged may be treated by the Department as properly acknowledged. (b) The Department may not accept for record or filing any articles, certificate, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, and other fees have been paid to the Department. (c) When the Department accepts for record any articles, certificate, or other document, the Department shall: (1) Endorse on the document its acceptance for record and the date and time of acceptance; (2) Record promptly the document; and (3) Send an acknowledgment to the limited liability company, its attorney, or its agent stating the date and time that the document was accepted for record.

Md. Code, Corporations and Associations § 4A-209

(a) The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by: (1) A person who intends to organize a domestic limited liability company; (2) A domestic limited liability company that proposes to change its name; (3) A foreign limited liability company that intends to register to do business in this State; or (4) A foreign limited liability company registered to do business in this State that proposes to change its name. (b) (1) A person may reserve a specified name by filing a signed application with the Department. (2) If the Department finds that the name is available for use by a limited liability company, the Department shall reserve the name for 30 days for the exclusive use of the applicant. (c) The exclusive right to use a reserved name may be transferred to another person by filing with the Department a notice of the transfer which specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.

Md. Code, Corporations and Associations § 4A-210

(a) Each limited liability company shall have: (1) A principal office in this State; and (2) A resident agent. (b) (1) A limited liability company may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change. (2) A limited liability company may change the address of its resident agent by filing for record with the Department a statement of the change signed by an authorized person. (3) A designation or change of a principal office or resident agent or address of the resident agent for a limited liability company under this subsection is effective when the Department accepts the statement for record. (c) (1) A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent. (2) The statement shall include: (i) The name of the limited liability company for which the change is effective; (ii) The old and new addresses of the resident agent; and (iii) The date on which the change is effective. (3) If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability company, the statement may include a change of address of the principal office if: (i) The resident agent notifies the limited liability company in writing; and (ii) The statement recites that notice has been sent. (4) The change of address of the resident agent or principal office is effective when the Department accepts the statement for record. (d) (1) A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation. (2) Unless a later time is specified in the resignation, it is effective: (i) At the time it is filed with the Department, if the limited liability company has appointed a successor resident agent; or (ii) 10 days after it is filed with the Department, if the limited liability company has not appointed a successor resident agent.

Md. Code, Corporations and Associations § 4A-212

(a) An individual conducting a business as a proprietorship may convert the proprietorship to a limited liability company by filing articles of organization that meet the requirements of § 4A-204 of this subtitle and include the following: (1) The name of the individual who conducts the proprietorship; and (2) A description of the property comprising the business to be conducted by the limited liability company. (b) (1) An individual who becomes a member of a limited liability company as a result of the conversion remains liable for any obligation or liability of the individual incurred or arising before the conversion takes effect, to the extent that the individual would have been obligated or liable if the conversion had not occurred. (2) The individual’s liability for all obligations and liabilities of the limited liability company incurred or arising after the conversion takes effect is that of a member of a limited liability company, as provided in this title.

Md. Code, Corporations and Associations § 4A-213

(a) A general or limited partnership that has been converted to a limited liability company pursuant to § 4A-211 of this subtitle shall be deemed for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting general or limited partnership or the converting proprietorship remains vested in the converted entity; (2) All obligations and liabilities of the converting general or limited partnership or the converting proprietorship remain vested in the converted entity; and (3) An action or proceeding pending against the converting general or limited partnership or the converting proprietorship may be continued as if the conversion had not occurred. (c) In the case of a limited partnership that has been converted pursuant to § 4A-211 of this subtitle, the articles of organization filed pursuant to § 4A-211(a) of this subtitle shall serve as a certificate of cancellation of the converting limited partnership.

Md. Code, Corporations and Associations § 4A-301

Except as otherwise provided by this title, no member shall be personally liable for the obligations of the limited liability company, whether arising in contract, tort or otherwise, solely by reason of being a member of the limited liability company.

Md. Code, Corporations and Associations § 4A-301.1

§4A–301.1. (a) (1) An individual who renders a professional service in this State as an employee of a domestic or foreign limited liability company is liable for a negligent or wrongful act or omission in which the individual personally participated to the same extent as if the individual rendered the service as a sole practitioner. (2) An individual who renders a professional service in this State as an employee of a domestic or foreign limited liability company is not liable for a negligent or wrongful act or omission of another employee or member of the limited liability company unless the employee is negligent in appointing, supervising, or cooperating with the other employee or member. (b) A domestic or foreign limited liability company whose employees perform professional services within the scope of their employment or within the scope of the employees’ apparent authority to act for the limited liability company is liable to the same extent as its employees. (c) The personal liability of a member of a domestic or foreign limited liability company that provides professional services is no greater in any respect than the liability of a member of a limited liability company which is not engaged in rendering professional services.

Md. Code, Corporations and Associations § 4A-302

A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except: (1) Where the object of the proceeding is to enforce a member’s right against or liability to the limited liability company; or (2) As provided in Subtitle 8 of this title.

Md. Code, Corporations and Associations § 4A-303

(a) Real and personal property owned or purchased by a limited liability company may be acquired in the name of the limited liability company. (b) An instrument or document for the acquisition, mortgage, or disposition of property of the limited liability company shall be valid and binding upon the limited liability company if executed by 1 or more authorized persons.

Md. Code, Corporations and Associations § 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.

Md. Code, Corporations and Associations § 4A-402

(a) Except for the requirement set forth in § 4A–404 of this subtitle that certain consents be in writing, members may enter into an operating agreement not inconsistent with the articles of organization to regulate or establish any aspect of the affairs of the limited liability company, the conduct of its business, or the relations of its members, including provisions establishing: (1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to persons who are not members; (2) The manner in which the members will share the assets and earnings of the limited liability company; (3) The rights of the members to assign all or a portion of their membership interest; (4) The circumstances in which a person may be admitted as a member of the limited liability company; (5) (i) The right to have and a procedure for having a member’s membership interest evidenced by a certificate issued by the limited liability company, which may not be issued in bearer form; (ii) The procedure for assignment, pledge, or transfer of any membership interest represented by the certificate; and (iii) Any other provisions dealing with the certificate; (6) The method by which the operating agreement may from time to time be amended, which may include a requirement that an amendment be approved: (i) By a person who is not a party to the operating agreement or who is not a member of the limited liability company; or (ii) On the satisfaction of other conditions specified in the operating agreement; (7) The rights of any person, including a person who is not a party to the operating agreement or who is not a member of the limited liability company, to the extent set forth in the operating agreement; (8) Procedures relating to: (i) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by members; (ii) Waiver of notice of meetings; (iii) Action by consent without a meeting; (iv) The establishment of a record date; (v) Quorum requirements; (vi) Voting in person or by proxy; (vii) Voting rights of various classes of members; or (viii) Any other matter with respect to the exercise of voting rights by members; or (9) That a membership interest, an economic interest, or a noneconomic interest may or shall be transferred or assigned in whole or in part to one or more persons, including on the occurrence of any of the events described in § 4A–606 of this title, regardless of whether the persons to whom the interest is transferred or assigned are members. (b) (1) The initial operating agreement shall be agreed to by all persons who are then members. (2) Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing. (c) (1) If the operating agreement does not provide for the method by which the operating agreement may be amended, then all of the members must agree to any amendment of the operating agreement. (2) To the extent that an operating agreement provides for the manner in which the operating agreement may be amended, the operating agreement may be amended only in that manner, provided that the approval of a person may be waived by the person and that conditions may be waived by a person for whose benefit the conditions were intended. (3) (i) Except as provided in subparagraph (ii) of this paragraph, or unless otherwise agreed, an amendment to an operating agreement is not required to be in writing. (ii) An amendment to an operating agreement must be evidenced by a writing signed by an authorized person of the limited liability company if: 1. The amendment was adopted without the unanimous consent of the members; or 2. An economic interest in the limited liability company has been assigned to a person who has not been admitted as a member. (4) A copy of any written amendment to the operating agreement shall be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member. (d) (1) A court may enforce an operating agreement by injunction or by granting such other relief which the court in its discretion determines to be fair and appropriate in the circumstances. (2) As an alternative to injunctive or other equitable relief, when the provisions of § 4A–903 of this title are applicable, the court may order dissolution of the limited liability company. (3) An operating agreement of a limited liability company with one member is not unenforceable on the grounds that there is only one person who is party to the operating agreement. (4) A limited liability company: (i) Is not required to execute its operating agreement; and (ii) Is bound by its operating agreement, regardless of whether the limited liability company has executed the operating agreement. (5) An operating agreement that is duly adopted or amended is binding on each person who is or becomes a member of the limited liability company and each person who is or becomes an assignee of a member of the limited liability company, regardless of whether the person has executed the operating agreement or amendment.

Md. Code, Corporations and Associations § 4A-403

(a) The provisions of this section apply unless otherwise provided in this title or unless otherwise agreed. (b) (1) Members shall vote in proportion to their respective interests in profits of the limited liability company, as determined under § 4A–503 of this title. (2) Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company as determined under § 4A–503 of this title. (c) (1) A meeting of the members may be called by the written request of members holding at least 25% of the interests in profits of the limited liability company as determined under § 4A–503 of this title. (2) (i) Members of a limited liability company may participate in a meeting by means of conference telephone or other communications equipment or by means of remote communication, if all persons participating in the meeting: 1. Can either hear or read the proceedings of the meeting substantially concurrent with the proceedings; and 2. Have the opportunity to participate in the meeting and vote on matters submitted to the members. (ii) Participation in a meeting by the means authorized by subparagraph (i) of this paragraph constitutes presence in person at the meeting. (d) (1) A member may not take any of the following actions without the consent of members holding at least two–thirds of the interest in profits of the limited liability company as determined under § 4A–503 of this title: (i) Dispose of all or substantially all of the business or property of the limited liability company; (ii) Approve a merger as provided in § 4A–702 of this title; or (iii) Approve a conversion as provided in § 4A–1102 of this title. (2) A member may not take any of the following actions without the unanimous consent of the members: (i) Institute a voluntary proceeding under the federal bankruptcy code; (ii) Assign the property of the limited liability company in trust for creditors or on the assignee’s promise to pay the debts of the limited liability company; (iii) Alter the allocation of profit or loss to members of the limited liability company; (iv) Alter the allocation of or the manner of computing distributions payable to members of the limited liability company; or (v) Do any other act that would make it impossible to carry on the ordinary business of the limited liability company.

Md. Code, Corporations and Associations § 4A-403.2

§4A–403.2. (a) (1) A member may authorize another person to act as proxy for the member as provided in this section. (2) (i) A member may sign a writing authorizing another person to act as proxy. (ii) Signing may be accomplished by the member or the member’s authorized agent signing the writing or causing the member’s signature to be affixed to the writing by any reasonable means, including facsimile signature. (3) (i) Subject to subparagraph (ii) of this paragraph, a member may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as proxy to: 1. The person authorized to act as proxy; or 2. Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. (ii) The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means. (4) A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used. (b) (1) A proxy is revocable by a member at any time without condition or qualification unless: (i) The proxy states that it is irrevocable; and (ii) The proxy is coupled with an interest. (2) A proxy may be made irrevocable for as long as it is coupled with an interest. (3) An interest with which a proxy may be coupled includes an interest in the membership interest to be voted under the proxy or another general interest in the limited liability company or its assets or liabilities.

Md. Code, Corporations and Associations § 4A-404

Wherever this title requires the unanimous consent of the members to allow the limited liability company to act: (1) The consent shall be in writing; and (2) The operating agreement may provide that: (i) 1. The action may be taken on consent of less than all of the members; 2. The consent of certain members or classes of members is not required to take the action; or 3. No consent of a member or members is required to take the action; and (ii) The action may be taken only with the consent of one or more persons who is or are not a member or members of the limited liability company, in which case the consent of that person or those persons shall be required in order for the limited liability company to take the action.

Md. Code, Corporations and Associations § 4A-405

Unless otherwise agreed, a member may lend money to and transact other business with the limited liability company and has the same rights and obligations with respect to the transaction as a person who is not a member.

Md. Code, Corporations and Associations § 4A-406

(a) A member may inspect and copy, in person or by agent, from time to time on reasonable written demand, for any purpose reasonably related to the member’s membership interest: (1) True and full information regarding the state of the business and financial condition of the limited liability company; (2) A copy of the articles of organization and operating agreement and all amendments to the articles of organization and operating agreement; (3) A current list of the names and last known business, residence, or mailing addresses of all members; and (4) Other information regarding the affairs of the limited liability company as is just and reasonable for any purpose reasonably related to the member’s membership interest. (b) Any member may inspect and copy, in person or by agent, a copy of the limited liability company’s federal, state, or local income tax returns. (c) The rights to inspect and copy records of a limited liability company may be subject to reasonable standards that may be set forth in the articles of organization or the operating agreement, including standards governing what information and documents are to be furnished, at what time and location, and at whose expense. (d) Unless a member seeking information executes a confidentiality or nondisclosure agreement reasonably acceptable to the limited liability company restricting the use and disclosure of the information, a limited liability company shall have the right to keep confidential from members, for a reasonable period of time: (1) Any information that the limited liability company reasonably believes to be in the nature of trade secrets; (2) Information the disclosure of which the limited liability company in good faith believes: (i) Is not in the best interest of the limited liability company; or (ii) Could damage the limited liability company or its business; or (3) Information the limited liability company is required by law or by agreement with a third party to keep confidential. (e) Any demand by a member under this section shall be in writing and shall state the purpose of the demand.

Md. Code, Corporations and Associations § 4A-501

The capital contribution of a member to a limited liability company may be in cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

Md. Code, Corporations and Associations § 4A-502

(a) (1) Unless otherwise agreed, a member is obligated to the limited liability company to perform any promises set forth in the articles of organization or operating agreement to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or other reason. (2) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value of that portion of the capital contribution that has not been made. (b) (1) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this title may be compromised only: (i) In compliance with the operating agreement; or (ii) If the operating agreement does not so provide, with the unanimous consent of the members. (2) Any compromise does not affect the rights, if any, of any creditor of a limited liability company to enforce the obligation or to require the obligation to be enforced. (c) (1) An operating agreement may provide that a member who fails to make any capital contribution or other payment that the member is required to make shall be subject to specified remedies for, or specified consequences of, the failure. (2) The remedy or consequence may take the form of: (i) Reduction of the defaulting member’s membership interest in the limited liability company; (ii) Subordination of the defaulting member’s membership interest in the limited liability company to that of the nondefaulting members; (iii) A forced sale of the defaulting member’s membership interest in the limited liability company; (iv) Forfeiture of the defaulting member’s membership interest in the limited liability company; (v) A loan by the nondefaulting members of the amount necessary to meet the commitment; (vi) A determination of the value of the member’s membership interest in the limited liability company by appraisal or by formula and redemption and sale of the defaulting member’s membership interest in the limited liability company at that value; or (vii) Any other remedy or consequences.

Md. Code, Corporations and Associations § 4A-503

Unless otherwise agreed: (1) The profits and losses of a limited liability company shall be allocated among the members in proportion to their respective capital contribution values; and (2) Distributions by the limited liability company shall be made to the members in proportion to their right to share in the profits of the limited liability company.

Md. Code, Corporations and Associations § 4A-504

Unless otherwise agreed, a member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from a limited liability company in a form other than cash.

Md. Code, Corporations and Associations § 4A-505

Unless otherwise agreed, a member of a limited liability company who becomes entitled to receive a distribution has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.

Md. Code, Corporations and Associations § 4A-601

(a) A person becomes a member of a limited liability company at: (1) The time the limited liability company is formed; (2) A later time specified in the operating agreement; or (3) The time specified in § 4A–902(b) of this title relating to continuation of the limited liability company after there are no remaining members. (b) After the formation of a limited liability company, a person may be admitted as a member: (1) In the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the unanimous consent of the members; (2) In the case of an assignee of the economic interest of a member, only as provided in § 4A–604 of this subtitle; or (3) In the case of a successor to the last remaining member who is not an assignee of the last remaining member, as provided in § 4A–902(b) of this title. (c) Unless otherwise agreed, a person may be admitted as a member of a limited liability company and may be the sole member of a limited liability company without: (1) Making a capital contribution to the limited liability company; (2) Being obligated to make a capital contribution to the limited liability company; or (3) Acquiring an economic interest in the limited liability company.

Md. Code, Corporations and Associations § 4A-603

(a) Unless otherwise agreed: (1) Only an economic interest in a limited liability company may be assigned; and (2) An economic interest is wholly or partly assignable. (b) An assignment of an economic interest in a limited liability company does not: (1) Dissolve the limited liability company; or (2) Entitle the assignee to: (i) Become a member; or (ii) Exercise any rights of a member, including the noneconomic interest of the assignor. (c) If an assignee of an economic interest in a limited liability company becomes a member of the limited liability company, the assignor is not released from the assignor’s liability under § 4A–502 of this title to the limited liability company. (d) Unless otherwise agreed, on assignment of all of a member’s economic interest in a limited liability company, the member ceases to be a member of the limited liability company and forfeits the member’s noneconomic interest in the limited liability company. (e) The pledge or grant of a security interest, lien, or other encumbrance in or against all or a part of the economic interest of a member does not cause the member to cease to be a member or affect the member’s noneconomic interest in the limited liability company.

Md. Code, Corporations and Associations § 4A-604

(a) An assignee of an economic interest in a limited liability company may become a member of the limited liability company under any of the following circumstances: (1) In accordance with the terms of the operating agreement providing for the admission of a member; (2) By the unanimous consent of the members; or (3) If there are no remaining members of the limited liability company at the time the assignee obtains the economic interest, on terms that the assignee may determine in accordance with § 4A–902(b)(1)(i) of this title. (b) An assignee who becomes a member: (1) Has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this title; and (2) Is liable for any obligations of his assignor to make capital contributions.

Md. Code, Corporations and Associations § 4A-605

(a) Unless otherwise agreed, a member may withdraw from a limited liability company prior to the dissolution and winding up of the limited liability company by giving not less than 6 months’ prior written notice to the other members at their respective addresses as shown on the books and records of the limited liability company. (b) The operating agreement may provide that a member may not withdraw or otherwise place limits on the ability of a member to withdraw.

Md. Code, Corporations and Associations § 4A-606

Unless otherwise agreed, a person ceases to be a member of a limited liability company upon the occurrence of any of the following events: (1) The person withdraws from the limited liability company as authorized by § 4A–605 of this subtitle; (2) The person is removed as a member in accordance with the operating agreement; (3) The person: (i) Makes an assignment for the benefit of creditors; (ii) Institutes a voluntary proceeding with respect to the person under the federal bankruptcy code; (iii) Is adjudged bankrupt or insolvent or has entered against the person an order for relief in any bankruptcy or insolvency proceeding; (iv) Files a petition or answer seeking for that person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) Seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the member or of all or any substantial part of the person’s properties; or (vi) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the person in any proceeding described in this item; (4) The continuation of any proceeding against the person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the members or all or any substantial part of the person’s properties without the person’s agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated; (5) In the case of a member who is an individual, the individual’s: (i) Death; or (ii) Adjudication by a court of competent jurisdiction as incompetent to manage the individual’s person or property; (6) In the case of a member who is acting as a member by virtue of being a trustee of a trust, the termination of the trust; (7) In the case of a member that is a partnership or another limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company; (8) In the case of a member that is a corporation, the dissolution of the corporation or the revocation of its charter; (9) In the case of a member that is an estate, the distribution by the fiduciary of the estate’s entire economic interest in the limited liability company; or (10) On assignment of all of a person’s economic interest in the limited liability company as provided in § 4A–603(d) of this subtitle.

Md. Code, Corporations and Associations § 4A-606.1

§4A–606.1. (a) Unless otherwise agreed, if a person ceases to be a member of a limited liability company under § 4A–606 of this subtitle, and the limited liability company is not dissolved as a result, then, within a reasonable time after the person ceased to be a member, the limited liability company may elect to pay the person or the person’s successor in interest, in complete liquidation of the person’s membership interest, the fair value of the person’s economic interest in the limited liability company as of the date the person ceased to be a member, based upon the person’s right to share in distributions from the limited liability company. (b) If a person ceases to be a member of a limited liability company under § 4A–606 of this subtitle and the limited liability company elects not to completely liquidate the person’s membership interest under subsection (a) of this section, that person will be deemed to be an assignee of the unredeemed economic interest under §§ 4A–603 and 4A–604 of this subtitle.

Md. Code, Corporations and Associations § 4A-607

(a) (1) In this section the following words have the meanings indicated. (2) “Creditor” means a person for whom a court may issue an attachment under Title 3, Subtitle 3 of the Courts Article. (3) “Debtor” means a person whose property or credits are subject to attachment under Title 3, Subtitle 3 of the Courts Article. (b) (1) On application by a creditor of a debtor holding an economic interest in a limited liability company, a court having jurisdiction may charge the economic interest of the debtor in the limited liability company for the unsatisfied amount of the debt. (2) The court may appoint a receiver for the distributions due or to become due to the debtor with respect to the limited liability company and make all other orders, directions, accounts, and inquiries that the debtor would have been entitled to make or that the circumstances of the case may require. (c) (1) A charging order constitutes a lien on the economic interest of the debtor in the limited liability company and requires the limited liability company to pay over to the creditor only any distributions that would otherwise be payable to the debtor whose economic interest is charged. (2) Subject to paragraph (3) of this subsection, the noneconomic interest of a debtor whose economic interest is subject to a charging order is unaffected and is retained by the debtor. (3) (i) Unless otherwise agreed, on a showing that the distributions under a charging order will not pay the amount owed to the creditor within a reasonable time, the court may order foreclosure of the economic interest subject to the charging order and order the sale of the economic interest of the debtor. (ii) The purchaser of the economic interest of the debtor at the foreclosure sale is an assignee as provided in §§ 4A–603 and 4A–604 of this subtitle. (d) Before a foreclosure under this section, an economic interest charged may be redeemed with property: (1) Other than property of the limited liability company, by the debtor; (2) Other than property of the limited liability company, by one or more of the members other than the debtor; or (3) Of the limited liability company, with the consent of the members as provided in the operating agreement or, if the operating agreement does not so provide, with the consent of all of the members whose economic interests are not so charged. (e) This title does not deprive a debtor of a right under exemption laws with respect to the economic interest of the debtor in the limited liability company. (f) This section provides the exclusive remedy by which a creditor of a member may attach the membership interest of the member or otherwise satisfy the outstanding debt of the member out of the membership interest of the member.

Md. Code, Corporations and Associations § 4A-701

(a) Unless otherwise agreed, a domestic limited liability company may merge into one or more: (1) Domestic limited liability companies; (2) Foreign limited liability companies; (3) Partnerships; (4) Limited partnerships; (5) Corporations having capital stock; or (6) Business trusts having transferable units of beneficial interest. (b) One or more domestic limited liability companies, foreign limited liability companies, partnerships, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a domestic limited liability company.

Md. Code, Corporations and Associations § 4A-702

(a) The proposed merger shall be approved in the manner provided by this section. (b) A corporation shall approve the merger under the provisions of § 3–105 of this article. (c) A business trust shall approve the merger under the provisions of § 8–501.1 or § 12–602 of this article. (d) A partnership shall approve the merger under the provisions of § 9A–902 of this article. (e) A limited partnership shall approve the merger under the provisions of § 10–208 of this article. (f) Unless otherwise agreed, a domestic limited liability company shall approve the merger by the consent of the members holding at least two–thirds of the interest in profits of the limited liability company as determined under § 4A–503 of this title. (g) A foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by the laws of the place where it is organized.

Md. Code, Corporations and Associations § 4A-703

Articles of merger shall: (1) Contain the provisions required by § 3-109 of this article and other provisions permitted by that section; (2) Be executed: (i) In the case of a limited liability company, in the manner required by § 4A-206 of this title; (ii) In the case of a corporation or business trust, in the manner required by Title 1 of this article; (iii) In the case of a limited partnership, in the manner required by Title 10 of this article; and (iv) In the case of a partnership, in the manner required by Title 9A of this article; and (3) Be filed for record with the Department.

Md. Code, Corporations and Associations § 4A-704

(a) Unless the articles of merger preclude the right to abandon the merger, a proposed merger may be abandoned before the effective date of the articles by: (1) Consent of the members of a limited liability company party to the article required to approve the merger under § 4A–702 of this subtitle, or a lesser vote as may be provided for in the operating agreement of the limited liability company; (2) A majority of the partners of a partnership; (3) A majority vote of the general partners and a majority in interest of the limited partners, as defined in § 10–208 of this article, of any limited partnership party to the articles; (4) A majority vote of the entire board of directors of a corporation party to the articles; and (5) A majority vote of the entire board of trustees of a business trust party to the articles. (b) If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department. (c) (1) If the proposed merger is abandoned as provided in this section, no legal liability arises under the articles of merger. (2) An abandonment does not prejudice the rights of any person under any other contract made by a limited liability company, partnership, limited partnership, and corporation or business trust party to the proposed articles of merger in connection with the proposed merger.

Md. Code, Corporations and Associations § 4A-705

(a) Unless otherwise agreed, a member of a limited liability company objecting to a merger of the limited liability company has the same rights with respect to the member’s membership interest in the limited liability company as a stockholder of a Maryland corporation who objects to a merger of the corporation has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article. (b) The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.

Md. Code, Corporations and Associations § 4A-706

(a) The Department shall prepare certificates of merger that specify: (1) The name of each party to the articles of merger; (2) The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and (3) The time the articles of merger are accepted for record by the Department. (b) In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles of merger show that a merging limited liability company, partnership, limited partnership, corporation, or business trust other than the successor owns an interest in land. (c) On receipt of the certificate of merger, the clerk promptly shall record it with the land records.

Md. Code, Corporations and Associations § 4A-707

(a) The Department shall require a limited liability company, limited partnership, partnership, corporation, or business trust to submit with the articles of merger a property certificate for each county where a merging limited liability company, partnership, limited partnership, corporation, or business trust other than the successor owns an interest in land. (b) The property certificate is not required with respect to any property in which the only interest owned by the merging limited liability company, partnership, limited partnership, corporation, or business trust is a security interest. (c) The property certificate: (1) Shall be in the form and number of copies that the Department requires; and (2) May include the certificate of the Department required by § 4A-706 of this subtitle. (d) (1) The property certificate shall provide a deed reference or other description sufficient to identify the property. (2) The Department shall: (i) Indicate on the property certificate the time the articles of merger are accepted for record; and (ii) Send a copy of the property certificate to the chief assessor of the county where the property is located. (e) A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file the property certificate, or failure by the Department to act on the property certificate.

Md. Code, Corporations and Associations § 4A-708

A merger is effective as of the later of: (1) The time the Department accepts the articles of merger for record; or (2) The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record.

Md. Code, Corporations and Associations § 4A-709

(a) A consummation of a merger has the effects provided in this section. (b) The separate existence of each limited liability company, limited partnership, partnership, corporation, or business trust party to the articles, except the successor, ceases. (c) The membership interest of each member of a limited liability company party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting member under § 4A–705 of this subtitle. (d) In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles. (e) (1) The assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed. (2) Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the nonsurviving party to the articles of merger by its last acting authorized persons, general partners, officers, trustees, or by the appropriate authorized persons, general partners, officers, trustees, or members of the successor. (f) (1) (i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. (ii) An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger: 1. May be prosecuted to judgment as if the merger had not taken place; or 2. On motion of the successor or any party, the successor may be substituted as a party, and the judgment against the nonsurviving party to the articles of merger shall constitute a judgment against the successor. (2) A merger does not impair the rights of creditors or a lien on the property of any limited liability company, partnership, limited partnership, corporation, or business trust party to the articles of merger.

Md. Code, Corporations and Associations § 4A-710

Following a merger involving 1 or more domestic limited liability companies, if the successor limited liability company is not a domestic limited liability company, there shall be included in the articles of merger filed under § 4A-703 of this subtitle for each domestic limited liability company a statement that: (1) The successor limited liability company agrees that it may be served with process in this State in any action, suit, or proceeding for the enforcement of any obligation of the nonsurviving domestic limited liability company that arose before the merger; (2) Irrevocably appoints the Department as its agent to accept service of process in any such action, suit, or proceeding described under item (1) of this section; and (3) Specifies the address to which a copy of the process shall be mailed to it by the Department.

Md. Code, Corporations and Associations § 4A-801

(a) A person described in § 4A–802 of this subtitle may bring a derivative action to enforce a right of a limited liability company to recover a judgment in its favor to the same extent that a stockholder may bring an action for a derivative suit under the corporation law of Maryland. (b) An action under this subtitle may be brought if members with authority to bring the action have refused to bring the action or if an effort to cause those members to bring the action is not likely to succeed. (c) If it appears that the plaintiff does not fairly and adequately represent the interests of the members in enforcing the right of the limited liability company, the derivative action may not be maintained.

Md. Code, Corporations and Associations § 4A-802

The plaintiff in a derivative action shall: (1) Be a member at the time the action is brought; and (2) (i) Have been a member at the time of the transaction of which the plaintiff complains; or (ii) Had membership status devolve upon the plaintiff by operation of law from a person who was a member at the time of the transaction.

Md. Code, Corporations and Associations § 4A-803

In a derivative action, the complaint shall set forth with particularity the attempts, if any, of the plaintiff to secure initiation of the action the plaintiff desires by the limited liability company or the reasons for not making the effort.

Md. Code, Corporations and Associations § 4A-804

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court: (1) May award the plaintiff reasonable expenses, including reasonable attorney’s fees; and (2) Shall direct the plaintiff to remit to the limited liability company the remainder of those proceeds.

Md. Code, Corporations and Associations § 4A-901

(a) The dissolution of a limited liability company is a change in the relationship between the members, not the winding up or the termination of the limited liability company. (b) On dissolution, the limited liability company is not terminated but continues until terminated in accordance with § 4A-908 of this subtitle.

Md. Code, Corporations and Associations § 4A-902

(a) A limited liability company is dissolved and shall commence the winding up of its affairs on the first to occur of the following: (1) At the time or on the happening of the events specified in the articles of organization or the operating agreement; (2) At the time specified by the unanimous consent of the members; (3) At the time of the entry of a decree of judicial dissolution under § 4A–903 of this subtitle; or (4) Unless otherwise agreed or as provided in subsection (b) of this section, at the time the limited liability company has had no members for a period of 90 consecutive days. (b) (1) A limited liability company may not be dissolved or required to wind up its affairs if within 90 days after there are no remaining members of the limited liability company or within the period of time provided in the operating agreement: (i) The last remaining member’s successor or assignee agrees in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member; or (ii) A member is admitted to the limited liability company in the manner set forth in the operating agreement to be effective as of the time the last remaining member ceased to be a member under a provision in the operating agreement that provides for the admission of a member after there are no remaining members. (2) If a new member is not admitted to the limited liability company in accordance with paragraph (1) of this subsection, and the last remaining member ceased to be a member under § 4A–606(5) of this title, the last remaining member’s personal representative or guardian shall automatically be admitted as a new member of the limited liability company, effective immediately on the happening of the event described in § 4A–606(5) of this title, unless within 90 days after the personal representative or guardian first has knowledge of the event, the personal representative or guardian: (i) Renounces that admission in writing; or (ii) Designates a person to become a new member, and the designee accepts the designee’s admission in writing or by electronic communication to the personal representative or guardian. (c) An operating agreement may provide that the last remaining member’s personal representative, guardian, successor, or assignee shall be obligated to agree in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member. (d) Unless otherwise agreed and subject to the provisions of subsections (a)(4) and (b) of this section, the termination of a person’s membership may not cause a limited liability company to be dissolved or to wind up its affairs and the limited liability company shall continue in existence following the termination of a person’s membership.

Md. Code, Corporations and Associations § 4A-903

On application by or on behalf of a member, the circuit court of the county in which the principal office of the limited liability company is located may decree the dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or the operating agreement.

Md. Code, Corporations and Associations § 4A-904

(a) Unless otherwise agreed, the remaining members of a limited liability company or, if the company has no remaining members, the personal representative, guardian, or other successor to the last remaining member of the company may wind up the affairs of the limited liability company. (b) Notwithstanding the provisions of subsection (a) of this section, the circuit court of the county in which the principal office of the limited liability company is located, on cause shown after dissolution, may wind up the limited liability company’s affairs on application of any member or, if the limited liability company has no remaining members, on application of the personal representative, guardian, or other successor to the last remaining member of the limited liability company.

Md. Code, Corporations and Associations § 4A-905

Following dissolution, a member of a limited liability company can bind the limited liability company: (1) By any act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution, unless the member purporting to act on behalf of the limited liability company does not have the authority to do so and the person with whom the member is dealing has actual knowledge or actual notice of the absence of authority; and (2) In any transaction which would have been binding on the limited liability company had it not been dissolved; provided, that the person with whom the member is dealing does not have actual knowledge or actual notice of the dissolution.

Md. Code, Corporations and Associations § 4A-906

On the winding up and termination of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the limited liability company; and (2) Unless otherwise agreed, to the members in proportion to their respective capital contribution values, after the capital contribution values are adjusted by: (i) Adding to the members’ capital contribution values their respective shares of the profits of the limited liability company; and (ii) Deducting from the members’ capital contribution values their respective shares of the losses of the limited liability company and all distributions previously received by the members.

Md. Code, Corporations and Associations § 4A-907

(a) (1) The remaining members of a limited liability company may cause articles of dissolution to be filed with the Department at any time after dissolution and before termination. (2) Articles of dissolution shall contain: (i) The name of the limited liability company; (ii) The date of filing of the articles of organization and each amendment thereto; (iii) The date of the dissolution; and (iv) Any other information the members determine. (b) (1) If, at any time after the articles of dissolution have been filed but before the limited liability company has been terminated, the members unanimously agree to continue the limited liability company, the members shall cause articles of continuation to be filed with the Department. (2) Articles of continuation shall contain: (i) The name of the limited liability company; (ii) The date of filing of the articles of dissolution; (iii) The date of dissolution set forth in the articles of dissolution; (iv) The date the members agreed to continue the limited liability company; and (v) Any other information the members determine.

Md. Code, Corporations and Associations § 4A-908

(a) The limited liability company is terminated on the later of: (1) The date on which the Department accepts for record the articles of cancellation filed pursuant to § 4A-909 of this subtitle; or (2) The effective date of the articles of cancellation. (b) Notwithstanding the filing of articles of cancellation, the limited liability company continues to exist for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs.

Md. Code, Corporations and Associations § 4A-909

Articles of cancellation shall set forth: (1) The name of the limited liability company and the address of its principal office; (2) The name and address of a resident agent of the limited liability company who shall serve for one year after termination; (3) The name and address of each member who was designated to wind up the affairs of the limited liability company or if no member was so designated, the names and addresses of all members; (4) A statement that the limited liability company is terminated effective upon the filing of the certificate of cancellation or on a date specified therein which is no later than 30 days after the filing of the certificate; (5) A statement that notice of the termination was sent by registered mail, postage prepaid, return receipt requested to all known creditors of the limited liability company and the date of the mailing, or a statement that the limited liability company has no known creditors; and (6) Any other provisions that the limited liability company considers necessary.

Md. Code, Corporations and Associations § 4A-910

A limited liability company shall file articles of cancellation for record with the Department: (1) If there are known creditors of the limited liability company, after 19 days following the sending of notice under § 4A-909(5) of this subtitle; or (2) If there are no known creditors, at any time.

Md. Code, Corporations and Associations § 4A-911

(a) (1) Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability company that has not paid a tax due before October 1 of the year after the tax became due. (2) When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed limited liability company, at its address as it appears on the Comptroller’s records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all taxes, interest, and penalties due by it are paid. (3) The mailing of the notice is sufficient, and the failure of any limited liability company to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name. (b) (1) Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland limited liability company that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due. (2) When the Secretary certifies the list to the Department, the Secretary shall mail to each listed limited liability company, at its address as it appears on the Secretary’s records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all contributions, reimbursement payments, interest, and penalties due by the limited liability company are paid. (3) The mailing of the notice is sufficient, and the failure of any limited liability company to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name. (c) Immediately after September 30 of each year, the Department shall certify a list of every Maryland limited liability company that has not filed an annual report with the Department for the prior year as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due. (d) After the lists are certified, the Department shall issue a proclamation declaring that, subject to § 4A–920 of this subtitle, the right to do business in Maryland and the right to the use of the name for each limited liability company is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity.

Md. Code, Corporations and Associations § 4A-912

(a) Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability company named in it. The notice shall be addressed to the limited liability company at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department. (b) A limited liability company that pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its right to do business in Maryland and the right to the use of its name reinstated as of the date of forfeiture.

Md. Code, Corporations and Associations § 4A-913

(a) If the Department is satisfied that a limited liability company named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 4A–911 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records. (b) The effect of a proclamation correcting a mistake is to restore the right to do business in Maryland and the right to the use of the name of the limited liability company as if the right to do business in Maryland and the right to the use of the name had at all times remained in full force and effect.

Md. Code, Corporations and Associations § 4A-914

This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law: (1) For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or (2) To compel the filing of annual reports.

Md. Code, Corporations and Associations § 4A-915

The authority to do business in Maryland of any limited liability company that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing articles of reinstatement with the Department.

Md. Code, Corporations and Associations § 4A-916

Articles of reinstatement shall include: (1) The name of the limited liability company at the time its right to do business in Maryland was forfeited; (2) The name that the limited liability company will use after reinstatement, which shall comply with the provisions of this article with respect to limited liability company names; (3) The address of the principal office of the limited liability company in this State if different from its principal office in this State at the time the right to do business in Maryland was forfeited; and (4) The name and address of the resident agent of the limited liability company.

Md. Code, Corporations and Associations § 4A-917

The Department may not accept articles of reinstatement for record unless: (1) All annual reports required to be filed by the limited liability company or which would have been required if the right to do business in Maryland had not been forfeited are filed; and (2) Unemployment insurance contributions or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited liability company or which would have become due if the right to do business had not been forfeited are paid, whether or not barred by limitations.

Md. Code, Corporations and Associations § 4A-918

Except in a proceeding by this State or any of its political subdivisions, the acceptance of articles of reinstatement for record by the Department is conclusive evidence of: (1) The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid; (2) The filing of all reports required to be filed; and (3) The reinstatement of the right to do business in Maryland of the limited liability company.

Md. Code, Corporations and Associations § 4A-919

(a) Any person that transacts business in the name or for the account of a limited liability company knowing that its right to do business in Maryland has been forfeited and has not been reinstated is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500. (b) A prosecution for violation of the provisions of this section may not be instituted after the date articles of reinstatement of the limited liability company are filed.

Md. Code, Corporations and Associations § 4A-920

The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited liability company under this title does not impair the validity of a contract or act of the limited liability company entered into or done either before or after the forfeiture, or prevent the limited liability company from defending any action, suit, or proceeding in a court of this State.

Md. Code, Corporations and Associations § 4A-1001

(a) Subject to the Maryland Constitution: (1) The laws of the state under which a foreign limited liability company is organized govern its organization, internal affairs, and the liability of its members; and (2) A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this State. (b) A foreign limited liability company may not do any kind of intrastate, interstate, or foreign business in this State which the laws of this State prohibit a domestic limited liability company from doing.

Md. Code, Corporations and Associations § 4A-1002

(a) Before doing any interstate, intrastate, or foreign business in this State, a foreign limited liability company shall register with the Department. (b) In order to register, a foreign limited liability company shall submit to the Department an application for registration as a foreign limited liability company executed by an authorized person and setting forth: (1) The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in this State; (2) The state under whose laws it was formed and the date of its formation; (3) The general character of the business it proposes to transact in this State; (4) The name and address of its resident agent in this State; (5) A statement that the Department is appointed as the resident agent of the foreign limited liability company if no resident agent has been appointed under item (4) of this subsection or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; (6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability company; (7) Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized; and (8) If the foreign limited liability company is a series company, a statement that the company is a series company.

Md. Code, Corporations and Associations § 4A-1003

If the Department finds that an application for registration meets the requirements of this title and all required fees have been paid, it shall: (1) Endorse on the application the date and time of its acceptance for record; (2) Record promptly the document; and (3) Send an acknowledgment to the person who filed the application or a representative of the person who filed the application stating the date and time that the document was accepted for record.

Md. Code, Corporations and Associations § 4A-1004

A foreign limited liability company may register with the Department under any name, whether or not it is the name under which it is registered in its state of organization, as provided under Title 1, Subtitle 5 of this article.

Md. Code, Corporations and Associations § 4A-1005

If any statement in the application for registration of a foreign limited liability company is false when made or any arrangements or other facts described have changed making the application inaccurate in any respect, the foreign limited liability company shall promptly file with the Department a certificate, executed by an authorized person, correcting the statement.

Md. Code, Corporations and Associations § 4A-1006

(a) A foreign limited liability company may cancel its registration by filing with the Department a certificate of cancellation executed by an authorized person. (b) The filing of a certificate of cancellation does not terminate the authority of the Department to accept service of process on the foreign limited liability company with respect to causes of action arising out of doing business in this State.

Md. Code, Corporations and Associations § 4A-1007

(a) If a foreign limited liability company is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign limited liability company and any person claiming under it may not maintain suit in any court of this State, unless the limited liability company shows to the satisfaction of the court that: (1) The foreign limited liability company or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and (2) (i) The foreign limited liability company or a successor to it has complied with the requirements of this title; or (ii) The foreign limited liability company and any foreign limited liability company successor to it are no longer doing intrastate, interstate, or foreign business in this State. (b) The failure of a foreign limited liability company to register in this State does not impair the validity of a contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in a court of this State. (c) A foreign limited liability company, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State. (d) (1) (i) If a foreign limited liability company does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the limited liability company. (ii) The penalty under this subsection shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article. (2) Each member of a foreign limited liability company that does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited liability company who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine of not more than $1,000.

Md. Code, Corporations and Associations § 4A-1009

(a) In addition to any other activities which may not constitute doing business in this State, for the purposes of this title, the following activities of a foreign limited liability company do not constitute doing business in this State: (1) Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; (2) Holding meetings of its members or agents or carrying on other activities that concern its internal affairs; (3) Maintaining bank accounts; (4) Conducting an isolated transaction not in the course of a number of similar transactions; (5) Foreclosing mortgages and deeds of trust on property in this State; (6) As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise; (7) Holding, protecting, renting, maintaining, and operating property in this State so acquired; or (8) Selling or transferring title to property in this State so acquired to any person, including the Federal Housing Administration or the U.S. Department of Veterans Affairs. (b) In addition to any other activities which may constitute doing business in this State, for the purposes of this title any foreign limited liability company which owns income producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, shall be considered to be doing business in this State.

Md. Code, Corporations and Associations § 4A-1011

With respect to a cause of action on which a foreign limited liability company would not otherwise be subject to suit in this State, compliance with this title: (1) Does not of itself render a foreign limited liability company subject to suit in this State; and (2) Is not considered as consent by it to be sued in this State.

Md. Code, Corporations and Associations § 4A-1012

(a) If a foreign limited liability company that owns property rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign limited partnership, or a foreign limited liability company is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign limited liability company is effective as provided by the laws of the place that governs the merger. (b) The successor shall file with the Department a certificate executed by an authorized person that specifies: (1) Each county in the State where a foreign limited liability company party to the merger, except the successor, owned an interest in land; (2) The name of each party to the merger; (3) The place under the laws of which each party was organized; and (4) The name of the successor. (c) If a copy of the document effecting the merger has not been filed with the Department as provided in § 4A-703 of this title, the successor shall file with the Department an officially certified copy of that document. (d) (1) When the Department receives the articles and any certificate of the successor, the Department shall prepare and file certificates of merger in the manner provided for Maryland limited liability companies. (2) However, the certificate of merger need not state the principal office in the State of any limited liability company that does not have a principal office, and the certificate shall include other information specified in the certificate filed by the successor.

Md. Code, Corporations and Associations § 4A-1013

(a) The Department may forfeit the right of any foreign limited liability company to do business in this State if the limited liability company fails to file with the Department any report or fails to pay any late filing penalties required by law: (1) Within the time required by law; and (2) Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties. (b) Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department, without proceedings of any kind either at law or in equity. (c) The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the limited liability company: (1) At its address on file with the Department; or (2) If it has no address on file with the Department, in care of the Secretary of State, or corresponding official of the place where it was organized or is existing, if known to the Department. (d) On forfeiture of its right to do business in this State, the foreign limited liability company is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.

Md. Code, Corporations and Associations § 4A-1101

(a) In this subtitle, “other entity” means: (1) A Maryland corporation incorporated under Title 2 of this article; (2) A foreign corporation, as defined in § 1–101 of this article; (3) A partnership, as defined in § 9A–101 of this article; (4) A limited partnership, including a limited partnership registered or denominated as a limited liability limited partnership under §�10–805 of this article or under the laws of a state other than this State; (5) A business trust, as defined in §�1–101 of this article; (6) Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country; or (7) A foreign limited liability company. (b) Unless otherwise agreed, a limited liability company may convert to an other entity by: (1) Approving the conversion in accordance with § 4A–1102 of this subtitle; and (2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article. (c) An other entity may convert to a limited liability company by complying with the requirements of § 4A–1102 of this subtitle and filing for record with the Department: (1) Articles of conversion executed in the manner required by § 4A–206 of this title; and (2) Articles of organization, which shall include the name of the converting other entity, executed in the manner required by § 4A–206 of this title and otherwise complying with this title.

Md. Code, Corporations and Associations § 4A-1102

(a) Unless otherwise agreed, a limited liability company shall approve the conversion of the limited liability company to an other entity by the vote required under § 4A–403(d)(1) of this title. (b) An other entity seeking to convert to a limited liability company shall approve the conversion of the other entity to a limited liability company in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized. (c) (1) A member of a limited liability company objecting to a conversion of the limited liability company has the same rights with respect to the member’s interest in the limited liability company as a stockholder of a Maryland corporation who objects has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article. (2) The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.

Md. Code, Corporations and Associations § 4A-1103

(a) In this section, “facts ascertainable outside the articles of conversion” includes: (1) An action or a determination by any person, including: (i) The limited liability company or other entity, as applicable; (ii) The members, partners, directors, trustees, officers, or other agents of the limited liability company or other entity; and (iii) Any other person affiliated with the limited liability company or other entity; and (2) Any other event. (b) Articles of conversion shall be filed for record with the Department. (c) In a conversion of a limited liability company to an other entity, the articles of conversion shall set forth: (1) The name of the limited liability company and the date of filing of the original articles of organization with the Department; (2) The name of the other entity to which the limited liability company will be converted and the place of incorporation or organization of the other entity; (3) A statement that the conversion has been approved in accordance with the provisions of this subtitle; (4) The manner and basis of converting or exchanging membership interests in the limited liability company into shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity, or other consideration, and the treatment of any membership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion; (5) If the other entity is not organized under the laws of this State: (i) The location of the principal office in the place where it is organized; and (ii) The name and address of the resident agent in this State; and (6) Any other provision necessary to effect the conversion. (d) In a conversion of an other entity to a limited liability company, the articles of conversion shall set forth: (1) The name of the other entity, the date on which the other entity was first created, and the place of incorporation or organization of the other entity; (2) The name of the limited liability company to which the other entity will be converted; (3) A statement that the conversion has been approved in accordance with the provisions of this subtitle; (4) The manner and basis of converting or exchanging any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity into membership interests in the limited liability company or other consideration, and the treatment of any outstanding shares of stock, membership interests, partnership interests, beneficial interests, or other ownership interests not to be converted or exchanged, any of which may be made dependent on facts ascertainable outside the articles of conversion; and (5) Any other provision necessary to effect the conversion. (e) The articles of conversion may contain a future effective time for the articles of conversion that is not later than 30 days after the articles of conversion are accepted for record.

Md. Code, Corporations and Associations § 4A-1104

(a) A conversion has the effects provided in this section. (b) (1) This subsection applies on the completion of the conversion of a limited liability company to an other entity. (2) The limited liability company shall cease to exist as a limited liability company and shall continue to exist as the other entity into which the limited liability company has converted, and the other entity shall, for all purposes of the laws of this State, be deemed to be the same entity as the converting limited liability company. (3) (i) All the assets of the limited liability company, including any legacies that it would have been capable of taking, shall vest in and devolve on the other entity without further act or deed and shall be the property of the other entity, and the title to any real property vested by deed or otherwise in the limited liability company shall not revert or be in any way impaired by reason of a conversion under this subtitle. (ii) The conversion of the limited liability company to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the limited liability company before the conversion. (iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the limited liability company by its last acting authorized persons or by the appropriate authorized persons, partners, officers, trustees, or members of the other entity. (4) (i) The other entity shall be liable for all the debts and obligations of the limited liability company. (ii) An existing claim, action, or proceeding pending by or against the limited liability company may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the other entity may be substituted as a party, and a judgment against the limited liability company constitutes a lien on the property of the other entity. (iii) A conversion does not impair the rights of creditors or any liens on the property of the limited liability company. (5) Subject to the treatment of the ownership interests of the members of the limited liability company under the articles of conversion and to the rights of an objecting member under this subtitle, the ownership interests of the members of the limited liability company cease to exist as membership interests in the converted limited liability company and continue to exist as ownership interests in the other entity. (6) The conversion of the limited liability company to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the limited liability company or the personal liability of any person incurred before the completion of the conversion. (7) Unless otherwise provided in the articles of conversion, the converting limited liability company is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute dissolution or a transfer of assets or liabilities of the limited liability company. (8) A person becomes liable for any obligation incurred by the limited liability company before the completion of the conversion only to the extent provided for by the laws applicable to the other entity. (c) (1) This subsection applies on the conversion of an other entity to a limited liability company. (2) The limited liability company, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity. (3) (i) All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the limited liability company without further act or deed and shall be the property of the limited liability company, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of a conversion under this subtitle. (ii) The conversion of the other entity to a limited liability company does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion. (iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the other entity by the appropriate authorized persons, partners, officers, trustees, or members of the other entity or by an authorized person of the limited liability company. (4) (i) The limited liability company shall be liable for all the debts and obligations of the other entity. (ii) An existing claim, action, or proceeding pending by or against the other entity may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the limited liability company or any party, the limited liability company may be substituted as a party, and a judgment against the other entity constitutes a lien on the property of the limited liability company. (iii) A conversion does not impair the rights of creditors or any liens on the property of the other entity. (5) The conversion of an other entity to a limited liability company in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the other entity or the personal liability of any person incurred before the completion of the conversion. (6) A person remains liable for any obligation incurred by the other entity before the completion of the conversion only to the extent that the person would have been liable if the conversion had not occurred. (7) Subject to the treatment of the ownership interests of the owners of the other entity under the articles of conversion, the ownership interests of the owners of the other entity cease to exist as ownership interests in the converted other entity and continue to exist as membership interests in the limited liability company.

Md. Code, Corporations and Associations § 4A-1105

(a) In a conversion of an other entity to a limited liability company, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following: (1) Membership interests in the limited liability company or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not party to the conversion; (2) Other tangible or intangible property; (3) Money; and (4) Any other consideration. (b) In a conversion of a limited liability company to an other entity, membership interests in the limited liability company may be exchanged for or converted into any one or more of the following: (1) Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests or other ownership interests of the other entity to which the limited liability company is converted or of an other entity, whether or not party to the conversion; (2) Other tangible or intangible property; (3) Money; and (4) Any other consideration.

Md. Code, Corporations and Associations § 4A-1106

(a) The conversion of an other entity to a limited liability company shall be completed on the later of: (1) The formation of the limited liability company in accordance with this title; or (2) The effectiveness of articles of conversion filed for record with the Department. (b) The conversion of a limited liability company to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department. (c) Articles of conversion are effective on the later of: (1) The time the Department accepts the articles of conversion for record; or (2) The future effective time of the articles of conversion set forth in articles of conversion that have been accepted by the Department for record. (d) (1) (i) Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a limited liability company is completed: 1. The other entity shall be converted to a limited liability company; 2. The conversion shall have the effects set forth in § 4A–1104 of this subtitle; and 3. The limited liability company shall be subject to all of the provisions of this title. (ii) Notwithstanding § 4A–202 of this title, the existence of the limited liability company as a domestic limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being. (2) At the time the conversion of a limited liability company to an other entity is completed, the conversion shall have the effects set forth in §�4A–1104 of this subtitle.

Md. Code, Corporations and Associations § 4A-1107

(a) Unless otherwise agreed or the articles of conversion provide otherwise, a proposed conversion of a limited liability company to an other entity may be abandoned before the effective time of the articles of conversion by the vote required under § 4A–403(d)(1) of this title to approve the conversion. (b) Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a limited liability company may be abandoned before the effective time of the articles of conversion in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 4A–1102 of this subtitle. (c) If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department. (d) (1) If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion. (2) Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a party to the proposed conversion in connection with the proposed conversion.

Md. Code, Corporations and Associations § 4A-1201

(a) In this subtitle the following words have the meanings indicated. (b) “Benefit limited liability company” means a Maryland limited liability company that elects to be a benefit limited liability company in accordance with § 4A–1203 of this subtitle and has not ceased to be a benefit limited liability company through the operation of § 4A–1205 of this subtitle. (c) “General public benefit” means a material, positive impact on society and the environment, as measured by a third–party standard, through activities that promote a combination of specific public benefits. (d) “Specific public benefit” includes: (1) Providing individuals or communities with beneficial products or services; (2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (3) Preserving the environment; (4) Improving human health; (5) Promoting the arts, sciences, or advancement of knowledge; (6) Increasing the flow of capital to entities with a public benefit purpose; or (7) The accomplishment of any other particular benefit for society or the environment. (e) “Third–party standard” means a standard for defining, reporting, and assessing best practices in social and environmental performance that: (1) Is developed by a person or entity that is independent of the benefit limited liability company; and (2) Is transparent because the following information about the standard is publicly available or accessible: (i) The factors considered when measuring the performance of a business; (ii) The relative weightings of those factors; and (iii) The identity of the persons who developed and control changes to the standard and the process by which those changes were made.

Md. Code, Corporations and Associations § 4A-1202

(a) The provisions of this title apply to benefit limited liability companies except to the extent that: (1) The context of a provision clearly requires otherwise; or (2) A specific provision of this title provides otherwise. (b) This subtitle applies only to a benefit limited liability company. (c) (1) The existence of a provision of this subtitle does not of itself create any implication that a contrary or different rule of law is or would be applicable to a limited liability company that is not a benefit limited liability company. (2) This subtitle does not affect any statute or rule of law as it applies to a limited liability company that is not a benefit limited liability company. (d) A provision of the articles of organization or operating agreement of a benefit limited liability company may not be inconsistent with any provision of this subtitle.

Md. Code, Corporations and Associations § 4A-1203

(a) A limited liability company may elect to be a benefit limited liability company under this subtitle by including in its articles of organization a statement that the limited liability company is a benefit limited liability company. (b) The name of a domestic benefit limited liability company or a foreign benefit limited liability company authorized to transact business in this State must comply with Title 1, Subtitle 5 of this article.

Md. Code, Corporations and Associations § 4A-1204

Clear reference to the fact that a limited liability company is a benefit limited liability company shall appear prominently: (1) At the head of the articles of organization or an amendment to the articles of organization in which the election to be a benefit limited liability company is made; (2) At the head of each subsequent articles of organization of the benefit limited liability company; and (3) On each certificate representing outstanding membership interests in the benefit limited liability company.

Md. Code, Corporations and Associations § 4A-1205

A benefit limited liability company may terminate its status as a benefit limited liability company and cease to be subject to this subtitle by amending its articles of organization to delete the statement required under § 4A–1203 of this subtitle that it is a benefit limited liability company.

Md. Code, Corporations and Associations § 4A-1206

(a) (1) Each benefit limited liability company shall have the purpose of creating a general public benefit. (2) The purpose described in paragraph (1) of this subsection is in addition to, and may be a limitation on, the purposes of the benefit limited liability company under § 4A–201 of this title. (b) (1) In addition to its purposes under § 4A–201 of this title and subsection (a) of this section, the articles of organization or operating agreement of a benefit limited liability company may identify as one of the purposes of the benefit limited liability company the creation of one or more specific public benefits. (2) The identification in its articles of organization or operating agreement of a specific public benefit purpose under paragraph (1) of this subsection does not limit the obligation of a benefit limited liability company to create a general public benefit.

Md. Code, Corporations and Associations § 4A-1207

(a) A person managing the business and affairs of a benefit limited liability company: (1) Shall consider the effects of any action or decision not to act on: (i) The members of the benefit limited liability company; (ii) The employees and workforce of the benefit limited liability company and the subsidiaries and suppliers of the benefit limited liability company; (iii) The interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit limited liability company; (iv) Community and societal considerations, including those of any community in which offices or facilities of the benefit limited liability company or the subsidiaries or suppliers of the benefit limited liability company are located; and (v) The local and global environment; and (2) May consider any other pertinent factors or the interests of any other group that the person determines are appropriate to consider. (b) A person managing the business and affairs of a benefit limited liability company does not have any duty on account of the factors or interests set forth in this section to: (1) A person that is a beneficiary of the public benefit purposes of the benefit limited liability company; or (2) A member of the benefit limited liability company.

Md. Code, Corporations and Associations § 4A-1208

(a) A benefit limited liability company shall deliver to each member an annual benefit report including: (1) A description of: (i) The ways in which the benefit limited liability company pursued a general public benefit during the year and the extent to which the general public benefit was created; (ii) The ways in which the benefit limited liability company pursued any specific public benefit that its articles of organization or operating agreement states is the purpose of the benefit limited liability company to create and the extent to which that specific public benefit was created; and (iii) Any circumstances that have hindered the creation by the benefit limited liability company of the public benefit; and (2) An assessment of the societal and environmental performance of the benefit limited liability company prepared in accordance with a third–party standard applied consistently with the prior year’s benefit report or accompanied by an explanation of the reasons for any inconsistent application. (b) The benefit report shall be delivered to each member within 120 days following the end of each fiscal year of the benefit limited liability company. (c) (1) A benefit limited liability company shall post its most recent benefit report on the public portion of its website, if any. (2) If a benefit limited liability company does not have a public website, the benefit limited liability company shall provide a copy of its most recent benefit report on demand and without charge to any person who requests a copy.

Md. Code, Corporations and Associations § 4A-1302

If any provision of this title or its application to any person or circumstance is held invalid, the invalidity does not affect any other provision or application of the title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://mgaleg.maryland.gov/mgawebsite/Laws/StatutesFetched: 10/16/2026

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