reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 4 - Relationship of Members to Each Other › Section 4A-406 - Information Regarding Affairs of Limited Liability Company

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 5 - Finance › Section 4A-502 - Liability for Capital Contribution

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 5 - Finance › Section 4A-503 - Sharing of Profits and Losses; Distributions

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-601 - Admission of Members

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-603 - Assignment of Interest

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-604 - Right of Assignee to Become a Member

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-605 - Withdrawal of Member

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-606 - Cessation of Membership

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-606.1 - Interest of Member After Cessation

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 6 - Membership › Section 4A-607 - Rights of Creditor

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-701 - Merger in General

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-702 - Approval of Merger

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-703 - Execution and Filing of Articles of Merger

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-704 - Abandonment

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-705 - Rights of Objector

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-706 - Certificates of Merger

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-707 - Property Certificate

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-708 - Effective Date of Merger

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-709 - Effects of Consummation

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 7 - Merger › Section 4A-710 - Service of Process

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 8 - Derivative Actions › Section 4A-801 - Right of Action

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 8 - Derivative Actions › Section 4A-802 - Proper Plaintiff

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 8 - Derivative Actions › Section 4A-804 - Expenses

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-901 - Dissolution

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-902 - Causes of Dissolution; Continuation

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-903 - Judicial Dissolution

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-904 - Winding Up

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-905 - Effect of Dissolution on Authority of Members

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-906 - Distribution of Assets

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-907 - Articles of Dissolution; Articles of Continuation

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-908 - Time Termination Effective

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-909 - Contents of Articles of Cancellation

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-910 - Filing Articles of Cancellation With Department

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-911 - Failure to Pay Taxes or Required Contributions; Proclamation

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-912 - Notice of Proclamation; Reinstatement Upon Payment

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-913 - Corrective Proclamation

(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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-914 - Effect on Other Laws

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-915 - Articles of Reinstatement -- Filing

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-916 - Articles of Reinstatement -- Contents

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.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-917 - Articles of Reinstatement -- Conditions of Acceptance

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.