Maryland Statutes
Corporations and Associations
Title 4A - Limited Liability Company Act

Section 4A-203.1 - Authority of Regulatory Bodies Which License Professionals Not Restricted - Nothing in this title is intended to restrict or limit...

Section 4A-204 - Articles of Organization - (a) The articles of organization shall set forth: (1) The...

Section 4A-205 - Certificate of Correction - (a) If any document filed with the Department under this...

Section 4A-206 - Execution of Articles and Certificates - (a) Articles and certificates required by this title to be...

Section 4A-207 - Filing With the Department - (a) (1) The Department may not accept for record or...

Section 4A-208 - Name - The name of each limited liability company as set forth...

Section 4A-209 - Reservation of Name; Transfer of Reserved Name - (a) The exclusive right to use a specified name for...

Section 4A-210 - Principal Office and Resident Agent - (a) Each limited liability company shall have: (1) A principal...

Section 4A-212 - Conversion of Individual Proprietorship to Limited Liability Company - (a) An individual conducting a business as a proprietorship may...

Section 4A-213 - Effect of Converting Partnership to Limited Liability Company - (a) A general or limited partnership that has been converted...

Subtitle 3 - Relations of Limited Liability Company and Members to Third Persons

Section 4A-301 - Liability to Third Persons - Except as otherwise provided by this title, no member shall...

Section 4A-301.1 - Liability for Negligence in Rendering Professional Services - (a) (1) An individual who renders a professional service in...

Section 4A-302 - Parties to Actions - A member of a limited liability company is not a...

Section 4A-303 - Limited Liability Company Property - (a) Real and personal property owned or purchased by a...

Subtitle 4 - Relationship of Members to Each Other

Section 4A-401 - Member as Agent of Company - (a) (1) Except as provided in paragraph (3) of this...

Section 4A-402 - Operating Agreement - (a) Except for the requirement set forth in § 4A–404...

Section 4A-403 - Voting; Meetings; Actions - (a) The provisions of this section apply unless otherwise provided...

Section 4A-403.1 - Electronic Transmission of Communications - Any notice, consent, or other communication required or authorized by...

Section 4A-403.2 - Proxy - (a) (1) A member may authorize another person to act...

Section 4A-404 - Unanimous Consent of Members - Wherever this title requires the unanimous consent of the members...

Section 4A-405 - Business Transactions of Member With Limited Liability Company - Unless otherwise agreed, a member may lend money to and...

Section 4A-406 - Information Regarding Affairs of Limited Liability Company - (a) A member may inspect and copy, in person or...

Subtitle 5 - Finance

Section 4A-501 - Capital Contributions - The capital contribution of a member to a limited liability...

Section 4A-502 - Liability for Capital Contribution - (a) (1) Unless otherwise agreed, a member is obligated to...

Section 4A-503 - Sharing of Profits and Losses; Distributions - Unless otherwise agreed: (1) The profits and losses of a...

Section 4A-504 - Distribution in Kind - Unless otherwise agreed, a member, regardless of the nature of...

Section 4A-505 - Status of Creditor - Unless otherwise agreed, a member of a limited liability company...

Subtitle 6 - Membership

Section 4A-601 - Admission of Members - (a) A person becomes a member of a limited liability...

Section 4A-602 - Interest in Limited Liability Company - A membership interest in a limited liability company is personal...

Section 4A-603 - Assignment of Interest - (a) Unless otherwise agreed: (1) Only an economic interest in...

Section 4A-604 - Right of Assignee to Become a Member - (a) An assignee of an economic interest in a limited...

Section 4A-605 - Withdrawal of Member - (a) Unless otherwise agreed, a member may withdraw from a...

Section 4A-606 - Cessation of Membership - Unless otherwise agreed, a person ceases to be a member...

Section 4A-606.1 - Interest of Member After Cessation - (a) Unless otherwise agreed, if a person ceases to be...

Section 4A-607 - Rights of Creditor - (a) (1) In this section the following words have the...

Subtitle 7 - Merger

Section 4A-701 - Merger in General - (a) Unless otherwise agreed, a domestic limited liability company may...

Section 4A-702 - Approval of Merger - (a) The proposed merger shall be approved in the manner...

Section 4A-703 - Execution and Filing of Articles of Merger - Articles of merger shall: (1) Contain the provisions required by...

Section 4A-704 - Abandonment - (a) Unless the articles of merger preclude the right to...

Section 4A-705 - Rights of Objector - (a) Unless otherwise agreed, a member of a limited liability...

Section 4A-706 - Certificates of Merger - (a) The Department shall prepare certificates of merger that specify:...

Section 4A-707 - Property Certificate - (a) The Department shall require a limited liability company, limited...

Section 4A-708 - Effective Date of Merger - A merger is effective as of the later of: (1)...

Section 4A-709 - Effects of Consummation - (a) A consummation of a merger has the effects provided...

Section 4A-710 - Service of Process - Following a merger involving 1 or more domestic limited liability...

Subtitle 8 - Derivative Actions

Section 4A-801 - Right of Action - (a) A person described in § 4A–802 of this subtitle...

Section 4A-802 - Proper Plaintiff - The plaintiff in a derivative action shall: (1) Be a...

Section 4A-803 - Pleading - In a derivative action, the complaint shall set forth with...

Section 4A-804 - Expenses - If a derivative action is successful, in whole or in...

Subtitle 9 - Dissolution, Forfeiture, and Reinstatement

Section 4A-901 - Dissolution - (a) The dissolution of a limited liability company is a...

Section 4A-902 - Causes of Dissolution; Continuation - (a) A limited liability company is dissolved and shall commence...

Section 4A-903 - Judicial Dissolution - On application by or on behalf of a member, the...

Section 4A-904 - Winding Up - (a) Unless otherwise agreed, the remaining members of a limited...

Section 4A-905 - Effect of Dissolution on Authority of Members - Following dissolution, a member of a limited liability company can...

Section 4A-906 - Distribution of Assets - On the winding up and termination of a limited liability...

Section 4A-907 - Articles of Dissolution; Articles of Continuation - (a) (1) The remaining members of a limited liability company...

Section 4A-908 - Time Termination Effective - (a) The limited liability company is terminated on the later...

Section 4A-909 - Contents of Articles of Cancellation - Articles of cancellation shall set forth: (1) The name of...

Section 4A-910 - Filing Articles of Cancellation With Department - A limited liability company shall file articles of cancellation for...

Section 4A-911 - Failure to Pay Taxes or Required Contributions; Proclamation - (a) (1) Except with respect to a tax collectable locally,...

Section 4A-912 - Notice of Proclamation; Reinstatement Upon Payment - (a) Within ten days after the issuance of the proclamation,...

Section 4A-913 - Corrective Proclamation - (a) If the Department is satisfied that a limited liability...

Section 4A-914 - Effect on Other Laws - This subtitle does not repeal, supersede, or in any manner...

Section 4A-915 - Articles of Reinstatement -- Filing - The authority to do business in Maryland of any limited...

Section 4A-916 - Articles of Reinstatement -- Contents - Articles of reinstatement shall include: (1) The name of the...

Section 4A-917 - Articles of Reinstatement -- Conditions of Acceptance - The Department may not accept articles of reinstatement for record...

Section 4A-918 - Articles of Reinstatement -- Acceptance as Evidence of Compliance - Except in a proceeding by this State or any of...

Section 4A-919 - Penalties for Transacting Business - (a) Any person that transacts business in the name or...

Section 4A-920 - No Bar to Valid Acts or Defense of Suit - The forfeiture of the right to do business in Maryland...

Subtitle 10 - Foreign Limited Liability Companies

Section 4A-1001 - Governing Law - (a) Subject to the Constitution of this State: (1) The...

Section 4A-1002 - Registration - (a) Before doing any interstate, intrastate, or foreign business in...

Section 4A-1003 - Issuance of Registration - If the Department finds that an application for registration meets...

Section 4A-1004 - Registration of Name - A foreign limited liability company may register with the Department...

Section 4A-1005 - Changes and Amendments to Registration - If any statement in the application for registration of a...

Section 4A-1006 - Cancellation of Registration - (a) A foreign limited liability company may cancel its registration...

Section 4A-1007 - Doing Business Without Registration - (a) If a foreign limited liability company is doing or...

Section 4A-1008 - Action by Attorney General - The Attorney General may bring an action to restrain a...

Section 4A-1009 - Doing Business - (a) In addition to any other activities which may not...

Section 4A-1010 - Assent to State Laws - By doing intrastate, interstate, or foreign business in this State,...

Section 4A-1011 - Compliance With Title Is Not Consent to Suit - With respect to a cause of action on which a...

Section 4A-1012 - Law Governing Merger -- Foreign Limited Liability Company - (a) If a foreign limited liability company that owns property...

Section 4A-1013 - Forfeiture of Right to Do Business - (a) The Department may forfeit the right of any foreign...

Subtitle 11 - Conversions of Limited Liability Companies

Section 4A-1101 - General Rule - (a) In this subtitle, “other entity” means: (1) A Maryland...

Section 4A-1102 - Approval and Objection - (a) Unless otherwise agreed, a limited liability company shall approve...

Section 4A-1103 - Articles of Conversion - (a) In this section, “facts ascertainable outside the articles of...

Section 4A-1104 - Effects of Conversion - (a) A conversion has the effects provided in this section....

Section 4A-1105 - Exchange or Conversion of Interests or Stock - (a) In a conversion of an other entity to a...

Section 4A-1106 - Completion of Conversion - (a) The conversion of an other entity to a limited...

Section 4A-1107 - Abandonment of Proposed Conversion - (a) Unless otherwise agreed or the articles of conversion provide...

Subtitle 12 - Benefit Limited Liability Companies

Section 4A-1201 - Applicability of Provisions to Foreign and Interstate Commerce - (a) In this subtitle the following words have the meanings...

Section 4A-1202 - Severability - (a) The provisions of this title apply to benefit limited...

Section 4A-1203 - Short Title - (a) A limited liability company may elect to be a...

Section 4A-1204 - Clear References to Status as Benefit Limited Liability Company - Clear reference to the fact that a limited liability company...

Section 4A-1205 - Termination of Status - A benefit limited liability company may terminate its status as...

Section 4A-1206 - Purpose of Creating General or Specific Public Benefit - (a) (1) Each benefit limited liability company shall have the...

Section 4A-1207 - Duties of Manager - (a) A person managing the business and affairs of a...

Section 4A-1208 - Annual Benefit Report - (a) A benefit limited liability company shall deliver to each...

Subtitle 13 - Miscellaneous

Section 4A-1301 - Applicability of Provisions to Foreign and Interstate Commerce - The provisions of this title shall apply to commerce with...

Section 4A-1302 - Severability - If any provision of this title or its application to...

Section 4A-1303 - Short Title - This title shall be known and may be cited as...

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Maryland Statutes Corporations and Associations Title 4A - Limited Liability Company Act

Maryland Statutes
Corporations and Associations
Title 4A - Limited Liability Company Act