reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  4-503 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 5 - Stock Restrictions|Section 4-503 - Restrictions on Transfer of Stock

    (a)    (1)    In this section, “transfer” means the transfer of any interest in the stock of a close corporation, except:            (i)    A transfer by operation of law to a personal representative, trustee in bankruptcy, receiver, guardian, or similar legal representative;            (ii)    The acquisition of a lien or power of sale by an attachment, levy, or similar procedure; or            (iii)    The creation or assignment of a security interest.        (2)    A foreclosure sale or other transfer by a person who acquired his interest or power in a transaction described in paragraph (1) of this subsection is a transfer subject to all the provisions of this section. For purposes of the transfer, the person effecting the foreclosure sale or other transfer shall be treated as and have the rights of a holder of the stock under this section and § 4-602(b) of this title.    (b)    A transfer of the stock of a close corporation is invalid unless:        (1)    Every stockholder of the corporation consents to the transfer in writing within the 90 days before the date of the transfer; or        (2)    The transfer is made under a provision of a unanimous stockholders’ agreement permitting the transfer to the corporation or to or in trust for the principal benefit of:            (i)    One or more of the stockholders or security holders of the corporation or their wives, children, or grandchildren; or            (ii)    One or more persons named in the agreement.
MD. Corporations and Associations Code Ann. §  4-504 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 5 - Stock Restrictions|Section 4-504 - Denial or Restriction of Voting Rights; Unanimous Stockholder Vote

    (a)    A close corporation may deny or restrict the voting rights of any of its stock as provided in this article. Notwithstanding any denial or restriction, all stock has voting rights on any matter required by this title to be authorized by the affirmative vote of every stockholder or every subscriber for stock of a close corporation.    (b)    Notwithstanding the provisions of § 2-104(b)(5) of this article, the charter of a close corporation may not lower the proportion of votes required to approve any action for which this title requires the affirmative vote or assent of every stockholder or every subscriber for stock of the corporation.
MD. Corporations and Associations Code Ann. §  4-601 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 6 - Termination of Existence|Section 4-601 - Consolidation, Merger, Share Exchange, or Transfer of Assets

    A consolidation, merger, share exchange, or transfer of assets of a close corporation shall be made in accordance with the provisions of Title 3 of this article. However, approval of a proposed consolidation or merger, a transfer of its assets, or an acquisition of its stock in a share exchange requires the affirmative vote of every stockholder of the corporation.
MD. Corporations and Associations Code Ann. §  4-602 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 6 - Termination of Existence|Section 4-602 - Involuntary Dissolution

    (a)    Any stockholder of a close corporation may petition a court of equity for dissolution of the corporation on the grounds set forth in § 3-413 of this article or on the ground that there is such internal dissension among the stockholders of the corporation that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally.    (b)    (1)    Unless a unanimous stockholders’ agreement provides otherwise, a stockholder of a close corporation has the right to require dissolution of the corporation if:            (i)    The stockholder made a written request for consent to a proposed bona fide transfer of his stock in accordance with the provisions of § 4-503(b)(1) of this title, specifying the proposed transferee and the consideration, and the consent was not received by him within 30 days after the date of the request; or            (ii)    Another party to a unanimous stockholders’ agreement defaulted in an obligation, set forth in or arising under the agreement, to purchase or cause to be purchased stock of the stockholder, and the default was not remedied within 30 days after the date for performance of the obligation.        (2)    A petition for dissolution under this subsection shall be filed within 60 days after the date of the request or the default, as the case may be.    (c)    A proceeding for dissolution authorized by this section shall be in accordance with the provisions of § 3-414 of this article.
MD. Corporations and Associations Code Ann. §  4-603 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 6 - Termination of Existence|Section 4-603 - Avoidance of Dissolution by Purchase of Petitioner's Stock

    (a)    Any one or more stockholders who desire to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver by electing to purchase the stock owned by the petitioner at a price equal to its fair value.    (b)    (1)    If a stockholder who makes the election is unable to reach an agreement with the petitioner as to the fair value of the stock, then, if the electing stockholder gives bond or other security sufficient to assure payment to the petitioner of the fair value of the stock, the court shall stay the proceeding and determine the fair value of the stock.        (2)    Fair value shall be determined in accordance with the procedure set forth in Title 3, Subtitle 2 of this article, as of the close of business on the day on which the petition for dissolution was filed.    (c)    After the fair value of the stock is determined, the order of the court directing the purchase shall set the purchase price and the time within which payment shall be made. The court may order other appropriate terms and conditions of sale, including:        (1)    Payment of the purchase price in installments; and        (2)    The allocation of shares of stock among electing stockholders.    (d)    The petitioner:        (1)    Is entitled to interest on the purchase price of his stock from the date the petition is filed; and        (2)    Ceases to have any other rights with respect to the stock, except the right to receive payment of its fair value.    (e)    The costs of the proceeding, as determined by the court, shall be divided between the petitioner and the purchasing stockholder. The costs shall include the reasonable compensation and expenses of appraisers, but may not include fees and expenses of counsel or of other experts retained by a party.    (f)    The petitioner shall transfer his shares of stock to the purchasing stockholder:        (1)    At a time set by the court; or        (2)    If the court sets no time, at the time the purchase price is paid in full.
MD. Corporations and Associations Code Ann. §  4A-102 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 1 - Definitions|Section 4A-102 - Policy

    (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. Corporations and Associations Code Ann. §  4A-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-201 - Purpose

    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. Corporations and Associations Code Ann. §  4A-202 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-202 - Formation

    (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. Corporations and Associations Code Ann. §  4A-203.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-203.1 - Authority of Regulatory Bodies Which License Professionals Not Restricted

    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. Corporations and Associations Code Ann. §  4A-204 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-204 - Articles of Organization

    (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. Corporations and Associations Code Ann. §  4A-205 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-205 - Certificate of Correction

    (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. Corporations and Associations Code Ann. §  4A-206 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-206 - Execution of Articles and Certificates

    (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. Corporations and Associations Code Ann. §  4A-207 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-207 - Filing With the Department

    (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)    (i)    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; and            (ii)    Unless the limited liability company, its attorney, or its agent at the time of filing declines the return, return the document on payment of the fee provided in § 1-203(b)(10) of this article.
MD. Corporations and Associations Code Ann. §  4A-208 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-208 - Name

    The name of each limited liability company as set forth in its articles of organization shall comply with the requirements of Title 1, Subtitle 5 of this article.
MD. Corporations and Associations Code Ann. §  4A-209 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-209 - Reservation of Name; Transfer of Reserved Name

    (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. Corporations and Associations Code Ann. §  4A-210 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-210 - Principal Office and Resident Agent

    (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. Corporations and Associations Code Ann. §  4A-212 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-212 - Conversion of Individual Proprietorship to Limited Liability Company

    (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. Corporations and Associations Code Ann. §  4A-213 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 2 - Formation and Powers|Section 4A-213 - Effect of Converting Partnership to Limited Liability Company

    (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. Corporations and Associations Code Ann. §  4A-301 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|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 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. Corporations and Associations Code Ann. §  4A-301.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 3 - Relations of Limited Liability Company and Members to Third Persons|Section 4A-301.1 - Liability for Negligence in Rendering Professional Services

    (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.