reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 3 - Rights, Powers, and Duties of a Receiver › Section 24-302 - Creditor's Claims

(a)    Except as provided in subsection (f) of this section, a receiver shall give notice of the appointment of the receiver to creditors of the owner if:
(1)    The receivership is a receivership under § 24–103(a)(2) or (3) of this title; or
(2)    Ordered by a court.
(b)    (1)    The receiver shall provide the notice required under subsection (a) of this section:
(i)    To each creditor holding a claim against the owner that arose before the appointment of the receiver; and
(ii)    By:
1.    First–class mail or other commercially reasonable delivery method to the last known address of the creditor and the creditor’s attorney, if known; and
2.    Publication as directed by the court.
(2)    (i)    The notice shall specify the date by which the creditor must submit the claim to the receiver.
(ii)    Unless the court extends the period for submitting a claim, the date specified in the notice shall be at least 120 days after the later of the date of:
1.    The notice; or
2.    The most recent publication as directed by the court under paragraph (1)(ii)2 of this subsection.
(iii)    Unless the court orders otherwise, a claim that is not submitted within the appropriate time period under subparagraph (ii) of this paragraph is not entitled to a distribution from the receivership property.
(c)    A claim submitted by a creditor under this section shall:
(1)    State the name and address of the creditor;
(2)    State the amount and basis of the creditor’s claim;
(3)    Identify any property securing the creditor’s claim;
(4)    Be signed by the creditor under penalty of perjury; and
(5)    Include a copy of any record on which the creditor’s claim is based.
(d)    An assignment by a creditor of a claim against the owner is effective against the receiver only if the assignee gives timely notice of the assignment to the receiver in a signed record.
(e)    (1)    At any time before entry of an order approving a receiver’s final report, the receiver may file with the court an objection to a claim of a creditor, stating the basis for the objection.
(2)    The court shall allow or disallow the claim.
(f)    If the court concludes that receivership property is likely to be insufficient to satisfy claims of each creditor holding a perfected lien on the property, the court may order that:
(1)    The receiver does not need to give notice of the appointment under subsection (a) of this section to all unsecured creditors of the owner, but only to the unsecured creditors as the court directs; and
(2)    An unsecured creditor does not need to submit a claim under this section.
(g)    (1)    Subject to § 24–701 of this title, a distribution of receivership property to a creditor holding a perfected lien on the property shall be made in accordance with the creditor’s priority under applicable law.
(2)    A distribution of receivership property to a creditor with an allowed unsecured claim shall be made as the court directs.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 3 - Rights, Powers, and Duties of a Receiver › Section 24-303 - Professional Services to Assist Receiver

(a)    (1)    A receiver shall obtain court approval before engaging any attorney, accountant, appraiser, auctioneer, broker, or other professional to assist the receiver in performing the receiver’s duties and administering receivership property.
(2)    The receiver may request appointment of a professional to provide services to the receivership.
(3)    A request under this section shall disclose to the court:
(i)    The identity and qualifications of the professional;
(ii)    The scope and nature of the proposed engagement;
(iii)    Any potential conflict of interest; and
(iv)    The proposed compensation.
(b)    (1)    (i)    Except as provided in subparagraph (ii) of this paragraph, if the agreement is disclosed to the court, a person is not disqualified from engagement under this section solely because of the person’s engagement by, representation of, or other relationship with the receiver, a creditor, or any other party.
(ii)    The court may disqualify a person under subparagraph (i) of this paragraph if the court determines that there is an actual conflict of interest.
(2)    This title does not prevent a receiver from serving in the receivership as an attorney, an accountant, an auctioneer, or a broker when providing the services that will be in the best interest of the receivership estate.
(c)    (1)    Unless otherwise ordered by the court, a receiver or a professional engaged under subsection (a) of this section shall file with the court an itemized statement of:
(i)    The time spent;
(ii)    The work performed;
(iii)    The billing rate of each person who performed the work; and
(iv)    An itemized list of expenses.
(2)    Unless objections are filed with the court within the time specified in the Maryland Rules, or unless otherwise ordered by the court, the receiver may pay the fees and expenses related to the services of the professional or the receiver.
(3)    The court shall set a hearing for any timely filed objections as the court considers appropriate.
(d)    (1)    To the extent funds are available, the receiver shall pay the amount authorized in accordance with this section.
(2)    In a receivership established under § 24–103(a)(1) of this title in which the property is subject to a single mortgage, a receiver may pay fees and expenses agreed to and stipulated by the mortgagor.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 4 - Effect of Receivership › Section 24-402 - Turning Over of Receivership Property

(a)    (1)    Except as provided in paragraph (2) of this subsection, and unless otherwise ordered by a court, a person that has possession, custody, or control of receivership property shall turn the receivership property over to the receiver on demand of the receiver.
(2)    If a creditor has possession, custody, or control of receivership property and the validity, perfection, or priority of the creditor’s lien on the receivership property depends on the creditor’s possession, custody, or control, subject to § 24–401(c)(2) of this subtitle, the creditor may retain possession, custody, or control until the court enters an order providing adequate protection of the creditor’s lien.
(b)    A person that has notice of the appointment of a receiver and owes a debt that is receivership property may not satisfy the debt by payment to the owner.
(c)    In the absence of a bona fide dispute with respect to the receiver’s or the respondent’s right to possession, custody, or control of receivership property, the court may sanction as civil contempt a person’s failure to turn the property over when required by this section.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 4 - Effect of Receivership › Section 24-403 - Responsibilities of Owner of Property

(a)    Except as provided by court order, an owner shall:
(1)    Assist and cooperate with the receiver in administering the receivership and discharging the receiver’s duties;
(2)    Preserve and turn over to the receiver all receivership property in the owner’s possession, custody, or control, including all depository and investment accounts;
(3)    Identify and turn over all records and other information relating to receivership property, including all passwords, keys, alarm codes, authorizations, or other information needed to obtain or maintain access to or control of receivership property;
(4)    Make available and turn over to the receiver the records and information in the owner’s possession, custody, or control, including all financial records, accounting records, bank statements, leases, and contracts;
(5)    After being issued a subpoena, submit to examination by the receiver that is under oath regarding the acts, conduct, property, liabilities, and financial condition of the owner or any matter relating to receivership property or the receivership;
(6)    Refrain from entering the receivership property at any time without the prior express written consent of the receiver;
(7)    Refrain from interfering with, obstructing, or preventing in any way the receiver’s actions regarding the receivership property; and
(8)    Perform any duty imposed by court order, this title, or a law of the State other than this title.
(b)    If an owner is a person other than an individual, this section applies to:
(1)    Any person acting in concert with the owner and the owner’s agents; and
(2)    Each officer, director, manager, member, partner, trustee, affiliate, subsidiary, or other person exercising or having the power to exercise control over the affairs of the owner.
(c)    If a person knowingly fails to perform a duty imposed by this section, the court may:
(1)    Award the receiver:
(i)    Actual damages caused by the person’s failure;
(ii)    Reasonable attorney’s fees; and
(iii)    Costs; or
(2)    Sanction the failure as civil contempt.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 4 - Effect of Receivership › Section 24-404 - Property Acquired After Appointment of Receiver

Except as otherwise provided by a law of the State other than this title, property that a receiver or an owner acquires after appointment of the receiver is subject to a security agreement entered into before the appointment to the same extent as if the court had not appointed the receiver.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 4 - Effect of Receivership › Section 24-405 - Rights of Mortgagee

A request by a mortgagee for the appointment of a receiver, the appointment of a receiver, or the application by a mortgagee of receivership property or proceeds to the secured obligation does not:
(1)    Make the mortgagee a mortgagee in possession of the real property;
(2)    Make the mortgagee an agent of the owner;
(3)    Constitute an election of remedies that precludes a later action to enforce the secured obligation;
(4)    Make the secured obligation unenforceable; or
(5)    Limit any right available to the mortgagee with respect to the secured obligation.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 4 - Effect of Receivership › Section 24-406 - Assigned Property

(a)    An assignee for the benefit of creditors shall be treated as a receiver appointed under § 24–201(a)(3) of this title.
(b)    The property assigned shall be treated as receivership property.
(c)    Except for § 24–201 of this title, this title shall govern all proceedings following the filing of the assignment.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 5 - Authority of the Court › Section 24-501 - Authority of Court to Issue Orders; Master Service List

(a)    Except as otherwise provided in subsection (b) of this section, the court may issue an order under this title only after notice and an opportunity for a hearing.
(b)    The court may issue an order under this title:
(1)    If the circumstances require issuance of an order before notice is given, without prior notice;
(2)    If the circumstances require issuance of an order before a hearing is held, after notice and without a prior hearing; or
(3)    If no interested party timely requests a hearing, after notice and without a hearing.
(c)    The receiver shall file periodically with the court a master service list consisting of the names, mailing addresses, and, where available, facsimile numbers and e–mail addresses of:
(1)    The respondent;
(2)    The receiver;
(3)    All persons joined as parties in the receivership;
(4)    All persons known by the receiver to have asserted any ownership of or lien in receivership property;
(5)    All persons that have filed a notice of appearance in accordance with this section; and
(6)    Any attorney of record.
(d)    Except as otherwise provided in this title, and unless the court orders otherwise, a motion shall be served in accordance with the Maryland Rules on:
(1)    All persons on the master service list;
(2)    All persons that have asserted an ownership interest or lien in receivership property that is the subject of the motion;
(3)    All persons that are identified in the motion as directly affected by the relief requested; and
(4)    Any other person as the court may direct.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 6 - Reporting › Section 24-601 - Interim Report

(a)    A receiver:
(1)    May file an interim report; or
(2)    If ordered by the court, shall file an interim report.
(b)    The interim report under subsection (a) of this section shall include:
(1)    The activities of the receiver since appointment or a previous interim report;
(2)    Receipts and disbursements, including any payment made or proposed to be made to a professional engaged by the receiver;
(3)    Receipts and dispositions of receivership property;
(4)    Fees and expenses of the receiver and, if not filed separately, a request for approval of payment of the fees and expenses; and
(5)    Any other information required by the court.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 6 - Reporting › Section 24-602 - Final Report; Discharge of Receiver

(a)    On completion of a receiver’s duties, the receiver shall file a final report that includes:
(1)    A description of the activities of the receiver during the course of the receivership;
(2)    A list of receivership property at the commencement of the receivership and any receivership property received during the receivership;
(3)    A list of disbursements, including payments to professionals engaged by the receiver;
(4)    A list of dispositions of receivership property;
(5)    A list of distributions made or proposed to be made from the receivership property for creditor claims;
(6)    If not filed separately, a request for approval of the payment of fees and expenses of the receiver; and
(7)    Any other information required by the court.
(b)    The receiver is discharged if:
(1)    A court approves a final report filed under subsection (a) of this section; and
(2)    The receiver distributes all receivership property.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 7 - Actions Against Receiver and Termination of Receivership › Section 24-701 - Fees and Expenses

(a)    A court may award to a receiver from receivership property or proceeds the reasonable and necessary fees and expenses of performing the duties and exercising the powers of the receiver.
(b)    A court may order one or more of the following persons to pay the reasonable and necessary fees and expenses of the receivership, including reasonable attorney’s fees and costs:
(1)    A person that requested the appointment of the receiver, if the receivership does not produce sufficient funds to pay the fees and expenses; or
(2)    A person whose conduct would have justified the appointment of the receiver under § 24–201(a)(1) of this title.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 7 - Actions Against Receiver and Termination of Receivership › Section 24-702 - Defenses and Immunities; Actions

(a)    A receiver is entitled to all defenses and immunities under applicable State law for an act or omission within the scope of the receiver’s appointment.
(b)    A person shall receive approval from the court that appointed the receiver before taking the following actions:
(1)    An action against the receiver personally based on an act or omission in administering receivership property; and
(2)    An action by a person other than the receiver against a professional person that has provided services to the receiver based on an act or omission in performing the services.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 7 - Actions Against Receiver and Termination of Receivership › Section 24-703 - Removal, Replacement, Termination, or Discharge

(a)    A court may remove a receiver for cause on its own motion or the motion of an interested party.
(b)    A court shall replace a receiver that dies, resigns, or is removed.
(c)    A receiver replaced under subsection (b) of this section is discharged if a court finds that a receiver that resigns or is removed, or the representative of a deceased receiver, has:
(1)    Accounted fully for and turned over to the successor receiver all receivership property; and
(2)    Filed a report of all receipts and disbursements during the service of the replaced receiver.
(d)    On the transfer of title to any receivership property, the receivership shall terminate automatically as to receivership property subject to the requirements of § 24–602 of this title.
(e)    A court may discharge a receiver and terminate the court’s administration of the receivership property if the court finds that:
(1)    Appointment of the receiver was improvident; or
(2)    The circumstances no longer warrant continuation of the receivership.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 1 - Definitions and Application › Section 1-102 - Applicability and Construction of Article

(a)    Except as otherwise expressly provided by statute, the provisions of this article apply to every Maryland corporation and to all their corporate acts.
(b)    (1)    To the extent that rights conferred by a special act of the General Assembly are inconsistent with provisions of this article, the rights conferred by the special act govern.
(2)    Unless the special act provides otherwise, the provisions of this article which are of general applicability may be used as an alternative to any of these inconsistent provisions.
(c)    The requirements of this article are in addition to and not in substitution of any other requirements of law relating to any particular corporation or class of corporation.
(d)    (1)    To the extent that any provision of the Code which relates to a specific class of corporations conflicts with a general provision of this article, the specific provision governs.
(2)    Any Maryland corporation that conducts its operations entirely outside the State may be formed and managed under the general provisions of this article without regard to the provisions relating to particular classes of corporations.
(e)    The charter of every corporation formed before June 1, 1951, which is subject to repeal or modification, and the charter of every corporation formed under this article is subject to repeal or modification by public general law of the General Assembly.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-201 - Recording or Filing of Charter and Other Documents

(a)    The Department may not accept for record any charter document of a Maryland corporation which does not conform with law. However, 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 charter document, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, organization and capitalization, and other special fees have been paid to the Department.
(c)    (1)    The Department may accept documents that are filed for record by electronic transmission.
(2)    Documents filed for record by electronic transmission are subject to the regular filing fees and expedited processing fees provided in § 1–203 of this subtitle.
(d)    (1)    On payment of the regular processing fee and, if applicable, expedited processing fee provided in § 1–203 of this subtitle, the Department may accept for preclearance any document or draft of any document listed in § 1–203(b)(1) or (4) of this subtitle.
(2)    The Department may adopt regulations to administer the preclearance process.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-202 - Recordation of Charter or Other Document

When the Department accepts for record any charter document or any document designating or changing the name or address of a resident agent or principal office of a Maryland corporation, the Department shall:
(1)    Endorse on the document its acceptance for record and the date and time of acceptance;
(2)    Record promptly the document with its corporate records; and
(3)    Send an acknowledgment to the corporation, its attorney, or its agent stating the date and time that the document was accepted for record.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-203.1 - Exemptions

(a)    With the exception of the recording fee to be paid when the Department accepts articles of incorporation for record, a volunteer fire company or volunteer rescue squad incorporated in this State is not subject to any of the recording, filing, or special fees enumerated in § 1–203 of this subtitle.
(b)    A qualified business entity that is a new business entity in a Tier I area, as defined under the More Jobs for Marylanders Program established under Title 6, Subtitle 8 of the Economic Development Article, is not subject to the fees enumerated in § 1–203 of this subtitle if the qualified business entity received a certificate under § 6–805 of the Economic Development Article before June 1, 2022.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-203.2 - Expedited Processing of Documents

(a)    On payment of the fee provided in § 1–203(b)(8) of this subtitle, the Department shall process documents on an expedited basis as provided in subsection (b) of this section.
(b)    Subject to subsection (c) of this section, the Department shall:
(1)    Process documents filed with the Department at least 2 hours before the Department’s close of business within 2 hours after the documents are received; and
(2)    To the extent practicable, process all other documents on the same day that the documents are received.
(c)    (1)    The Department shall adopt regulations governing the manner of filing and processing of documents on an expedited basis, including reasonable limitations on filing documents of unusual volume or length.
(2)    The Department may:
(i)    Adopt regulations establishing:
1.    Expedited document processing tiers; or
2.    Additional methods of expedited document processing; and
(ii)    Charge reasonable fees for services provided in accordance with this paragraph.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-203.3 - Fund for Costs of Reviewing, Processing, and Auditing Documents

(a)    There is a continuing, nonlapsing fund that is not subject to § 7–302 of the State Finance and Procurement Article.
(b)    (1)    Subject to the appropriation process in the State budget, the Department shall use the fund:
(i)    For the costs of reviewing, processing, and auditing documents filed or requested under this article or other articles of the Code;
(ii)    To pay redemption or extinguishment amounts to former owners of ground rents redeemed or extinguished in accordance with § 8–804 of the Real Property Article; and
(iii)    Subject to paragraph (2) of this subsection, for other costs incurred by the Department to administer the provisions of this article.
(2)    For fiscal year 2015 and each fiscal year thereafter, the Department may not use the fund to pay more than 5% of the administrative expenses of the Office of the Director of the Department.
(c)    The State Treasurer shall hold and the State Comptroller shall account for the fund.
(d)    The fund shall be invested and reinvested in the same manner as other State funds.
(e)    Investment earnings shall accrue to the benefit of the fund.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-205 - Unrecorded and Unfiled Charter Documents

The Department may refuse to accept for record or filing any charter document of a Maryland corporation, unless the original or a certified copy of all prior charter documents not previously recorded or filed are delivered to the Department for record, together with any affidavit or certificate of completeness required by the Department.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-206 - Effect of Acceptance for Recording or Filing

(a)    Unless otherwise provided in this article, all charter documents are effective when accepted for recording or filing by the Department.
(b)    Except in a proceeding by the State for the forfeiture of a charter or in a proceeding by the State or any of its political subdivisions for the enforcement of any other right or remedy, the acceptance for record or filing of any charter document by the Department is conclusive evidence of the payment of all recording, filing, and special fees and of all bonus and other taxes payable by law.
(c)    A certified copy of the articles of incorporation, certificate of incorporation, or other instrument by which a corporation was formed, from the records of the Department or the Secretary of State, is evidence of the existence of the corporation and of its right to exercise the powers mentioned in the document. A certified copy of any other charter document from these records is evidence of the facts and corporate action required to be stated in the document.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-207 - Certificate of Correction

(a)    If any charter document or other corporate document filed with the Department under Titles 1 through 5 or Title 8 of this article contains any typographical error, error of transcription, or other 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:
(1)    Alter the wording of any resolution which was adopted by the board of directors, the board of trustees, the stockholders, or the shareholders of a party to the document being corrected; or
(2)    Make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.
(d)    (1)    Except as provided in paragraph (2) of this subsection, a certificate of correction shall be executed in the same manner in which the document being corrected is required to be executed at the time of the filing of the certificate of correction.
(2)    A certificate of correction to articles of incorporation shall be executed by the incorporator or in the manner provided in § 1-301 of this title.
(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 accrued or 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.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-207.1 - Certificate of Notice

(a)    A corporation may file a certificate of notice for record with the Department.
(b)    A certificate of notice may describe:
(1)    An action by the corporation, its board of directors, or its stockholders;
(2)    The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;
(3)    The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or
(4)    Any other information that the corporation determines should be disclosed.
(c)    A certificate of notice may not:
(1)    Amend, supplement, or correct the charter of the corporation in any manner; or
(2)    Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.
(d)    A certificate of notice is not a part of the charter of a corporation.
(e)    A director of a corporation is not required to authorize or direct the filing of a certificate of notice.
(f)    A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.
(g)    A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-208 - Resident Agent

(a)    Notwithstanding any other provision of this title, an entity that is required to have a resident agent may not designate a person as a resident agent without first obtaining the person’s written consent.
(b)    (1)    (i)    Unless waived by the Department, an entity shall file a resident agent’s written consent with the Department.
(ii)    The consent shall be effective on acceptance by the Department.
(2)    (i)    If the filing of a resident agent’s written consent is waived by the Department, an entity shall:
1.    Certify to the Department that the written consent of the resident agent has been obtained;
2.    Maintain a copy of the written consent in its records; and
3.    Provide a copy of the written consent to the Department on request.
(ii)    The consent shall be effective on certification to the Department that the consent has been obtained.
(c)    Subsections (a) and (b) of this section do not apply to resident agents designated before October 1, 1998.
(d)    A person designated a resident agent may resign without paying the fee under § 1–203(b)(2) of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 2 - Fees and Recording › Section 1-209 - Filing Charter Amendment on Cessation of Family Farm

(a)    In this section, “family farm” means an entity that:
(1)    Is a domestic entity;
(2)    (i)    1.    Owns, or within 1 year after filing articles of incorporation, articles of organization, or a certificate of partnership, will own or take control of property that qualifies for agricultural use assessment under § 8-209 of the Tax - Property Article; and
2.    Owns only agriculturally or residentially assessed real property and personal property that is used for agricultural purposes; or
(ii)    Owns only personal property that is used for agricultural or agricultural marketing purposes;
(3)    Is controlled, managed, and operated by:
(i)    One individual who has an equity interest in the entity; or
(ii)    Two or more individuals who have an equity interest in the entity and who share its assets and earnings;
(4)    Is declared in a charter provision to be a family farm; and
(5)    Has no assets other than those described in item (2) of this subsection.
(b)    Within 1 year after selling all of the property described in subsection (a)(2) of this section, an individual shall file a charter amendment stating that the entity is no longer a family farm.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 3 - Execution of Documents › Section 1-302 - Alternative to Acknowledgment and Verification

(a)    Any requirement in this article that a document be acknowledged or verified under oath is satisfied if the document or a signed certificate attached to and made a part of it contains a statement to the effect:
(1)    Either:
(i)    That the individual signing the document acknowledges it to be his act; or
(ii)    If signed for a corporation or other entity, that the individual signing the document acknowledges it to be the act of that entity;
(2)    In the case of articles of incorporation, that the incorporator acknowledges the articles to be his act; and
(3)    As to all other matters or facts required to be verified under oath, that, to the best of the knowledge, information, and belief of the individual signing the document, these matters and facts are true in all material respects, and that the statement is made under the penalties for perjury.
(b)    If the procedures provided in this section are used:
(1)    The statement of acknowledgment has the same legal effect as an acknowledgment made before a person authorized to take acknowledgments; and
(2)    The person making a statement required to be verified under oath is subject to the penalties for perjury to the same extent as if the statement had been verified under oath.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 3 - Execution of Documents › Section 1-304 - Affixing Corporate Seal

(a)    If any corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law of this State relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the corporation.
(b)    If a Maryland corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 4 - Miscellaneous › Section 1-401 - Service of Process and Notice

(a)    Service of process on the resident agent of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust, or any other person constitutes effective service of process under the Maryland Rules on the corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust, or other person in any action, suit, or proceeding which is pending, filed, or instituted against it under the provisions of this article.
(b)    (1)    Any notice required by law to be served by personal service on a resident agent or other agent or officer of any Maryland or foreign corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust required by statute to have a resident agent in this State may be served on the corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust in the manner provided by the Maryland Rules relating to the service of process on corporations.
(2)    Service under the Maryland Rules is equivalent to personal service on a resident agent or other agent or officer of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust mentioned in paragraph (1) of this subsection.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 4 - Miscellaneous › Section 1-402 - Financial Accounts of Maryland Corporation Presumed Proper

A determination required or permitted to be made under any provision of this article relating to stated capital, surplus, capital surplus, earned surplus, or any other account or matter relating to the financial position or results of operations of a Maryland corporation is prima facie proper and in accordance with this article if:
(1)    Specific provisions of this article do not require otherwise; and
(2)    It is made in good faith in accordance with generally accepted accounting practices and principles.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 4 - Miscellaneous › Section 1-403 - Defense of Ultra Vires

(a)    Unless a lack of power or capacity is asserted in a proceeding described in this section, an act of a corporation or a transfer of real or personal property by or to the corporation is not invalid or unenforceable solely because the corporation lacked the power or capacity to take the action.
(b)    (1)    Lack of corporate power or capacity may be asserted by a stockholder in a proceeding to enjoin the corporation from doing an act or from transferring or acquiring real or personal property.
(2)    If the act or transfer sought to be enjoined is based on a contract to which the corporation is a party and if all parties to the contract are parties to the proceeding, the court may set the contract aside and enjoin its performance.
(3)    The court may award compensatory damages to any party to the contract who suffers a loss because of the action of the court. However, the court may not award compensatory damages for loss of anticipated profits to be derived from performance of the contract.
(c)    Lack of corporate power or capacity may be asserted by the corporation in a suit brought in its name by the corporation or its receiver, trustee, other legal representative, or in a representative suit brought by a stockholder against its present or former officers or directors.
(d)    Lack of corporate power or capacity may be asserted by the Attorney General in a proceeding for the forfeiture of the charter of the corporation or to enjoin it from transacting unauthorized business.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 4 - Miscellaneous › Section 1-404 - Improper Use of Corporate Indication

(a)    Any person who owns, operates, or directs an unincorporated organization, firm, association, or other entity which includes in its name the word “corporation”, “incorporated”, or, except as provided in subsection (b) of this section, “limited” or an abbreviation of any of these words or which holds itself out to the public as a corporation is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $500.
(b)    This section does not prohibit:
(1)    A limited partnership from using the term “limited partnership” in its name;
(2)    A limited liability company from using the terms “limited liability company” or “L.L.C.” in its name; or
(3)    A limited liability partnership from using the terms “limited liability partnership” or “L.L.P.” in its name.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 4 - Miscellaneous › Section 1-406 - Trade Names

(a)    Any person engaged in any mercantile, trading, or manufacturing business as an agent or doing business or trading under any designation, title, or name other than the person’s own name, prior to commencing operation of the business, shall file with the Department a certificate:
(1)    In writing;
(2)    Affirmed or acknowledged under oath; and
(3)    Disclosing:
(i)    The true and correct names and addresses of the principal or owner of the business;
(ii)    The character and location of the business;
(iii)    The name, title, or designation under which the business is conducted; and
(iv)    The identification number assigned by the Department for the associated business.
(b)    The name, title, or designation under which a business is conducted shall be recorded with the Department as provided in Subtitle 5 of this title.
(c)    The information required in subsection (a) of this section shall be filed in the manner that the Department requires by regulation.
(d)    (1)    The Department of Assessments and Taxation shall maintain a public record, to be known as the “agency record”.
(2)    The agency record shall record all certificates filed in accordance with this section, and the certificates shall be properly indexed.
(e)    The Department of Assessments and Taxation shall charge and receive a fee of:
(1)    $25 for recording the certificates under this section; and
(2)    $25 for each amendment, cancellation, or renewal of a certificate.
(f)    (1)    A certificate filed under this section is effective for a period of 5 years from the date the certificate is filed.
(2)    Every 5 years following the year in which a certificate is filed or renewed, a person who has filed or renewed a certificate under this section may renew the certificate by filing, within 6 months before the end of the 5-year period, an application for renewal in the manner that the Department requires by regulation.
(3)    A renewal application extends the certificate for 5 years from the end of the previous 5-year period.
(g)    This section does not apply to any person who has filed a certificate similar to the certificate required under this section with the Department of Assessments and Taxation before July 1, 1991.
(h)    A person that willfully and knowingly executes and files a false certificate under subsection (a) of this section is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000 or imprisonment not exceeding 1 year or both.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 5 - Entity Names › Section 1-501 - "Entity" Defined

In this subtitle, “entity” includes:
(1)    A corporation;
(2)    A limited liability company;
(3)    A limited liability partnership;
(4)    A limited partnership;
(5)    A limited liability limited partnership;
(6)    A professional corporation;
(7)    A trade name filer; and
(8)    A business trust.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 5 - Entity Names › Section 1-502 - Requirements

(a)    (1)    The name of a corporation must include one of the following words or an abbreviation of one of the following words:
(i)    “Company”, if it is not preceded by the word “and” or a symbol for the word “and”;
(ii)    “Corporation”;
(iii)    “Incorporated”; or
(iv)    “Limited”.
(2)    If a corporation is a benefit corporation, the name of the benefit corporation must include:
(i)    The words “benefit corporation”;
(ii)    “Benefit Corp.”;
(iii)    The words “benefit company”, if not preceded by the word “and” or a symbol for the word “and”; or
(iv)    “Benefit Co.”, if not preceded by the word “and” or a symbol for the word “and”.
(b)    (1)    The name of a limited liability company must include:
(i)    The words “limited liability company”;
(ii)    “L.L.C.”;
(iii)    “LLC”;
(iv)    “L.C.”; or
(v)    “LC”.
(2)    If a limited liability company is a benefit limited liability company, the name of the benefit limited liability company must include:
(i)    The words “benefit limited liability company”;
(ii)    “Benefit L.L.C.”;
(iii)    “Benefit LLC”;
(iv)    “Benefit L.C.”; or
(v)    “Benefit LC”.
(c)    The name of a limited liability partnership must include:
(1)    The words “limited liability partnership”;
(2)    “L.L.P.”; or
(3)    “LLP”.
(d)    The name of a limited partnership must include:
(1)    The words “limited partnership”;
(2)    “L.P.”; or
(3)    “LP”.
(e)    The name of a limited liability limited partnership must include:
(1)    The words “limited liability limited partnership”;
(2)    “L.L.L.P.”; or
(3)    “LLLP”.
(f)    (1)    The corporate name of a professional corporation must include:
(i)    The word “chartered”;
(ii)    The abbreviation “chtd.”;
(iii)    The words “professional association”;
(iv)    The abbreviation “P.A.”;
(v)    The words “professional corporation”; or
(vi)    The abbreviation “P.C.”.
(2)    A professional corporation need not use any word specified under paragraph (1) of this subsection if:
(i)    The corporation has registered the name to be used in the manner provided in § 1–406 of this title; and
(ii)    The name is the same as its corporate name except for the allowable omissions.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 5 - Entity Names › Section 1-503 - Prohibited Language in Names

(a)    An entity name may not contain language stating or implying that the entity is organized for a purpose other than that allowed by the entity’s:
(1)    Articles of incorporation, if the entity is a corporation;
(2)    Articles of organization, if the entity is a limited liability company;
(3)    Certificate of limited liability partnership, if the entity is a limited liability partnership;
(4)    Certificate of limited partnership, if the entity is a limited partnership; or
(5)    Articles of incorporation, if the entity is a professional corporation.
(b)    The name of a limited partnership may not contain the name of a limited partner unless:
(1)    It is also the name of a general partner; or
(2)    The business of the limited partnership had been carried on under the name before the admission of that limited partner.
(c)    Except for words specified in § 1-502(f) of this subtitle, the name of a professional corporation may not use any other word, abbreviation, affix, or prefix that indicates it is a corporation.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 5 - Entity Names › Section 1-504 - Name to Be Distinguishable

An entity name must be distinguishable upon the records of the Department from:
(1)    The entity name of an entity organized or authorized to transact business in the State;
(2)    An entity name reserved or registered under this subtitle; and
(3)    The disclosed assumed name adopted by a foreign entity authorized to transact business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 5 - Entity Names › Section 1-505 - Exclusive Use of Name

(a)    (1)    A person may reserve the exclusive use of an entity name, including a disclosed assumed name for a foreign entity whose entity name is not available, by delivering an application to the Department for filing.
(2)    The application must set forth the name and address of the applicant and the entity name proposed to be reserved.
(3)    If the Department finds that the entity name applied for is available, the Department shall reserve the name for the applicant’s exclusive use for a 30-day period.
(b)    (1)    The owner of a reserved entity name may transfer the reservation to another person by delivering to the Department a signed notice of the transfer that states the name and address of the transferee.
(2)    The transferee under this subsection:
(i)    Has the exclusive use of the reserved entity name for a 30-day period starting from the date of the owner’s signed notice of the transfer provided under paragraph (1) of this subsection; and
(ii)    May not transfer the reserved entity name to another person.