reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-918 - Articles of Reinstatement -- Acceptance as Evidence of Compliance

Except in a proceeding by this State or any of its political subdivisions, the acceptance of articles of reinstatement for record by the Department is conclusive evidence of:
(1)    The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid;
(2)    The filing of all reports required to be filed; and
(3)    The reinstatement of the right to do business in Maryland of the limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-919 - Penalties for Transacting Business

(a)    Any person that transacts business in the name or for the account of a limited liability company knowing that its right to do business in Maryland has been forfeited and has not been reinstated is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500.
(b)    A prosecution for violation of the provisions of this section may not be instituted after the date articles of reinstatement of the limited liability company are filed.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 9 - Dissolution, Forfeiture, and Reinstatement › Section 4A-920 - No Bar to Valid Acts or Defense of Suit

The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited liability company under this title does not impair the validity of a contract or act of the limited liability company entered into or done either before or after the forfeiture, or prevent the limited liability company from defending any action, suit, or proceeding in a court of this State.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1001 - Governing Law

(a)    Subject to the Maryland Constitution:
(1)    The laws of the state under which a foreign limited liability company is organized govern its organization, internal affairs, and the liability of its members; and
(2)    A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this State.
(b)    A foreign limited liability company may not do any kind of intrastate, interstate, or foreign business in this State which the laws of this State prohibit a domestic limited liability company from doing.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1002 - Registration

(a)    Before doing any interstate, intrastate, or foreign business in this State, a foreign limited liability company shall register with the Department.
(b)    In order to register, a foreign limited liability company shall submit to the Department an application for registration as a foreign limited liability company executed by an authorized person and setting forth:
(1)    The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in this State;
(2)    The state under whose laws it was formed and the date of its formation;
(3)    The general character of the business it proposes to transact in this State;
(4)    The name and address of its resident agent in this State;
(5)    A statement that the Department is appointed as the resident agent of the foreign limited liability company if no resident agent has been appointed under item (4) of this subsection or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
(6)    The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability company;
(7)    Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized; and
(8)    If the foreign limited liability company is a series company, a statement that the company is a series company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1003 - Issuance of Registration

If the Department finds that an application for registration meets the requirements of this title and all required fees have been paid, it shall:
(1)    Endorse on the application the date and time of its acceptance for record;
(2)    Record promptly the document; and
(3)    Send an acknowledgment to the person who filed the application or a representative of the person who filed the application stating the date and time that the document was accepted for record.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1005 - Changes and Amendments to Registration

If any statement in the application for registration of a foreign limited liability company is false when made or any arrangements or other facts described have changed making the application inaccurate in any respect, the foreign limited liability company shall promptly file with the Department a certificate, executed by an authorized person, correcting the statement.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1006 - Cancellation of Registration

(a)    A foreign limited liability company may cancel its registration by filing with the Department a certificate of cancellation executed by an authorized person.
(b)    The filing of a certificate of cancellation does not terminate the authority of the Department to accept service of process on the foreign limited liability company with respect to causes of action arising out of doing business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1007 - Doing Business Without Registration

(a)    If a foreign limited liability company is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign limited liability company and any person claiming under it may not maintain suit in any court of this State, unless the limited liability company shows to the satisfaction of the court that:
(1)    The foreign limited liability company or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and
(2)    (i)    The foreign limited liability company or a successor to it has complied with the requirements of this title; or
(ii)    The foreign limited liability company and any foreign limited liability company successor to it are no longer doing intrastate, interstate, or foreign business in this State.
(b)    The failure of a foreign limited liability company to register in this State does not impair the validity of a contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in a court of this State.
(c)    A foreign limited liability company, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.
(d)    (1)    (i)    If a foreign limited liability company does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the limited liability company.
(ii)    The penalty under this subsection shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article.
(2)    Each member of a foreign limited liability company that does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited liability company who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine of not more than $1,000.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1009 - Doing Business

(a)    In addition to any other activities which may not constitute doing business in this State, for the purposes of this title, the following activities of a foreign limited liability company do not constitute doing business in this State:
(1)    Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding;
(2)    Holding meetings of its members or agents or carrying on other activities that concern its internal affairs;
(3)    Maintaining bank accounts;
(4)    Conducting an isolated transaction not in the course of a number of similar transactions;
(5)    Foreclosing mortgages and deeds of trust on property in this State;
(6)    As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise;
(7)    Holding, protecting, renting, maintaining, and operating property in this State so acquired; or
(8)    Selling or transferring title to property in this State so acquired to any person, including the Federal Housing Administration or the U.S. Department of Veterans Affairs.
(b)    In addition to any other activities which may constitute doing business in this State, for the purposes of this title any foreign limited liability company which owns income producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, shall be considered to be doing business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1011 - Compliance With Title Is Not Consent to Suit

With respect to a cause of action on which a foreign limited liability company would not otherwise be subject to suit in this State, compliance with this title:
(1)    Does not of itself render a foreign limited liability company subject to suit in this State; and
(2)    Is not considered as consent by it to be sued in this State.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1012 - Law Governing Merger -- Foreign Limited Liability Company

(a)    If a foreign limited liability company that owns property rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign limited partnership, or a foreign limited liability company is the successor, the transfer to, vesting in, or devolution on the successor of the property, rights, privileges, franchises, or other assets of the nonsurviving foreign limited liability company is effective as provided by the laws of the place that governs the merger.
(b)    The successor shall file with the Department a certificate executed by an authorized person that specifies:
(1)    Each county in the State where a foreign limited liability company party to the merger, except the successor, owned an interest in land;
(2)    The name of each party to the merger;
(3)    The place under the laws of which each party was organized; and
(4)    The name of the successor.
(c)    If a copy of the document effecting the merger has not been filed with the Department as provided in § 4A-703 of this title, the successor shall file with the Department an officially certified copy of that document.
(d)    (1)    When the Department receives the articles and any certificate of the successor, the Department shall prepare and file certificates of merger in the manner provided for Maryland limited liability companies.
(2)    However, the certificate of merger need not state the principal office in the State of any limited liability company that does not have a principal office, and the certificate shall include other information specified in the certificate filed by the successor.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 10 - Foreign Limited Liability Companies › Section 4A-1013 - Forfeiture of Right to Do Business

(a)    The Department may forfeit the right of any foreign limited liability company to do business in this State if the limited liability company fails to file with the Department any report or fails to pay any late filing penalties required by law:
(1)    Within the time required by law; and
(2)    Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalties.
(b)    Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department, without proceedings of any kind either at law or in equity.
(c)    The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the limited liability company:
(1)    At its address on file with the Department; or
(2)    If it has no address on file with the Department, in care of the Secretary of State, or corresponding official of the place where it was organized or is existing, if known to the Department.
(d)    On forfeiture of its right to do business in this State, the foreign limited liability company is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 11 - Conversions of Limited Liability Companies › Section 4A-1101 - General Rule

(a)    In this subtitle, “other entity” means:
(1)    A Maryland corporation incorporated under Title 2 of this article;
(2)    A foreign corporation, as defined in § 1–101 of this article;
(3)    A partnership, as defined in § 9A–101 of this article;
(4)    A limited partnership, including a limited partnership registered or denominated as a limited liability limited partnership under §�10–805 of this article or under the laws of a state other than this State;
(5)    A business trust, as defined in §�1–101 of this article;
(6)    Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country; or
(7)    A foreign limited liability company.
(b)    Unless otherwise agreed, a limited liability company may convert to an other entity by:
(1)    Approving the conversion in accordance with § 4A–1102 of this subtitle; and
(2)    Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.
(c)    An other entity may convert to a limited liability company by complying with the requirements of § 4A–1102 of this subtitle and filing for record with the Department:
(1)    Articles of conversion executed in the manner required by § 4A–206 of this title; and
(2)    Articles of organization, which shall include the name of the converting other entity, executed in the manner required by § 4A–206 and otherwise complying with this title.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 11 - Conversions of Limited Liability Companies › Section 4A-1102 - Approval and Objection

(a)    Unless otherwise agreed, a limited liability company shall approve the conversion of the limited liability company to an other entity by the vote required under § 4A–403(d)(1) of this title.
(b)    An other entity seeking to convert to a limited liability company shall approve the conversion of the other entity to a limited liability company in the manner and by the vote required by its governing document and the laws of the place where it is incorporated or organized.
(c)    (1)    A member of a limited liability company objecting to a conversion of the limited liability company has the same rights with respect to the member’s interest in the limited liability company as a stockholder of a Maryland corporation who objects has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article.
(2)    The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 11 - Conversions of Limited Liability Companies › Section 4A-1105 - Exchange or Conversion of Interests or Stock

(a)    In a conversion of an other entity to a limited liability company, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:
(1)    Membership interests in the limited liability company or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of an other entity, whether or not party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
(b)    In a conversion of a limited liability company to an other entity, membership interests in the limited liability company may be exchanged for or converted into any one or more of the following:
(1)    Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests or other ownership interests of the other entity to which the limited liability company is converted or of an other entity, whether or not party to the conversion;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 11 - Conversions of Limited Liability Companies › Section 4A-1106 - Completion of Conversion

(a)    The conversion of an other entity to a limited liability company shall be completed on the later of:
(1)    The formation of the limited liability company in accordance with this title; or
(2)    The effectiveness of articles of conversion filed for record with the Department.
(b)    The conversion of a limited liability company to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.
(c)    Articles of conversion are effective on the later of:
(1)    The time the Department accepts the articles of conversion for record; or
(2)    The future effective time of the articles of conversion set forth in articles of conversion that have been accepted by the Department for record.
(d)    (1)    (i)    Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a limited liability company is completed:
1.    The other entity shall be converted to a limited liability company;
2.    The conversion shall have the effects set forth in § 4A–1104 of this subtitle; and
3.    The limited liability company shall be subject to all of the provisions of this title.
(ii)    Notwithstanding § 4A–202 of this title, the existence of the limited liability company as a domestic limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.
(2)    At the time the conversion of a limited liability company to an other entity is completed, the conversion shall have the effects set forth in §�4A–1104 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 11 - Conversions of Limited Liability Companies › Section 4A-1107 - Abandonment of Proposed Conversion

(a)    Unless otherwise agreed or the articles of conversion provide otherwise, a proposed conversion of a limited liability company to an other entity may be abandoned before the effective time of the articles of conversion by the vote required under § 4A–403(d)(1) of this title to approve the conversion.
(b)    Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a limited liability company may be abandoned before the effective time of the articles of conversion in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 4A–1102 of this subtitle.
(c)    If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.
(d)    (1)    If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.
(2)    Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a party to the proposed conversion in connection with the proposed conversion.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1201 - Applicability of Provisions to Foreign and Interstate Commerce

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Benefit limited liability company” means a Maryland limited liability company that elects to be a benefit limited liability company in accordance with § 4A–1203 of this subtitle and has not ceased to be a benefit limited liability company through the operation of § 4A–1205 of this subtitle.
(c)    “General public benefit” means a material, positive impact on society and the environment, as measured by a third–party standard, through activities that promote a combination of specific public benefits.
(d)    “Specific public benefit” includes:
(1)    Providing individuals or communities with beneficial products or services;
(2)    Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
(3)    Preserving the environment;
(4)    Improving human health;
(5)    Promoting the arts, sciences, or advancement of knowledge;
(6)    Increasing the flow of capital to entities with a public benefit purpose; or
(7)    The accomplishment of any other particular benefit for society or the environment.
(e)    “Third–party standard” means a standard for defining, reporting, and assessing best practices in social and environmental performance that:
(1)    Is developed by a person or entity that is independent of the benefit limited liability company; and
(2)    Is transparent because the following information about the standard is publicly available or accessible:
(i)    The factors considered when measuring the performance of a business;
(ii)    The relative weightings of those factors; and
(iii)    The identity of the persons who developed and control changes to the standard and the process by which those changes were made.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1202 - Severability

(a)    The provisions of this title apply to benefit limited liability companies except to the extent that:
(1)    The context of a provision clearly requires otherwise; or
(2)    A specific provision of this title provides otherwise.
(b)    This subtitle applies only to a benefit limited liability company.
(c)    (1)    The existence of a provision of this subtitle does not of itself create any implication that a contrary or different rule of law is or would be applicable to a limited liability company that is not a benefit limited liability company.
(2)    This subtitle does not affect any statute or rule of law as it applies to a limited liability company that is not a benefit limited liability company.
(d)    A provision of the articles of organization or operating agreement of a benefit limited liability company may not be inconsistent with any provision of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1203 - Short Title

(a)    A limited liability company may elect to be a benefit limited liability company under this subtitle by including in its articles of organization a statement that the limited liability company is a benefit limited liability company.
(b)    The name of a domestic benefit limited liability company or a foreign benefit limited liability company authorized to transact business in this State must comply with Title 1, Subtitle 5 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1204 - Clear References to Status as Benefit Limited Liability Company

Clear reference to the fact that a limited liability company is a benefit limited liability company shall appear prominently:
(1)    At the head of the articles of organization or an amendment to the articles of organization in which the election to be a benefit limited liability company is made;
(2)    At the head of each subsequent articles of organization of the benefit limited liability company; and
(3)    On each certificate representing outstanding membership interests in the benefit limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1205 - Termination of Status

A benefit limited liability company may terminate its status as a benefit limited liability company and cease to be subject to this subtitle by amending its articles of organization to delete the statement required under § 4A–1203 of this subtitle that it is a benefit limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1206 - Purpose of Creating General or Specific Public Benefit

(a)    (1)    Each benefit limited liability company shall have the purpose of creating a general public benefit.
(2)    The purpose described in paragraph (1) of this subsection is in addition to, and may be a limitation on, the purposes of the benefit limited liability company under § 4A–201 of this title.
(b)    (1)    In addition to its purposes under § 4A–201 of this title and subsection (a) of this section, the articles of organization or operating agreement of a benefit limited liability company may identify as one of the purposes of the benefit limited liability company the creation of one or more specific public benefits.
(2)    The identification in its articles of organization or operating agreement of a specific public benefit purpose under paragraph (1) of this subsection does not limit the obligation of a benefit limited liability company to create a general public benefit.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1207 - Duties of Manager

(a)    A person managing the business and affairs of a benefit limited liability company:
(1)    Shall consider the effects of any action or decision not to act on:
(i)    The members of the benefit limited liability company;
(ii)    The employees and workforce of the benefit limited liability company and the subsidiaries and suppliers of the benefit limited liability company;
(iii)    The interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit limited liability company;
(iv)    Community and societal considerations, including those of any community in which offices or facilities of the benefit limited liability company or the subsidiaries or suppliers of the benefit limited liability company are located; and
(v)    The local and global environment; and
(2)    May consider any other pertinent factors or the interests of any other group that the person determines are appropriate to consider.
(b)    A person managing the business and affairs of a benefit limited liability company does not have any duty on account of the factors or interests set forth in this section to:
(1)    A person that is a beneficiary of the public benefit purposes of the benefit limited liability company; or
(2)    A member of the benefit limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 12 - Benefit Limited Liability Companies › Section 4A-1208 - Annual Benefit Report

(a)    A benefit limited liability company shall deliver to each member an annual benefit report including:
(1)    A description of:
(i)    The ways in which the benefit limited liability company pursued a general public benefit during the year and the extent to which the general public benefit was created;
(ii)    The ways in which the benefit limited liability company pursued any specific public benefit that its articles of organization or operating agreement states is the purpose of the benefit limited liability company to create and the extent to which that specific public benefit was created; and
(iii)    Any circumstances that have hindered the creation by the benefit limited liability company of the public benefit; and
(2)    An assessment of the societal and environmental performance of the benefit limited liability company prepared in accordance with a third–party standard applied consistently with the prior year’s benefit report or accompanied by an explanation of the reasons for any inconsistent application.
(b)    The benefit report shall be delivered to each member within 120 days following the end of each fiscal year of the benefit limited liability company.
(c)    (1)    A benefit limited liability company shall post its most recent benefit report on the public portion of its Web site, if any.
(2)    If a benefit limited liability company does not have a public Web site, the benefit limited liability company shall provide a copy of its most recent benefit report on demand and without charge to any person who requests a copy.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 13 - Miscellaneous › Section 4A-1302 - Severability

If any provision of this title or its application to any person or circumstance is held invalid, the invalidity does not affect any other provision or application of the title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-101 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this subtitle to be issued stock by a professional corporation.
(c)    “Foreign professional corporation” means a professional corporation organized under the laws of another state or a territory, possession, or district of the United States.
(d)    “License” means any license, certification, certificate, registration, or other legal authorization required by statute as a condition precedent to the performance of a professional service in the State.
(e)    “Licensing unit” means the board, agency, court, or other entity that licenses or otherwise legally authorizes the rendition of a professional service.
(f)    “Professional corporation” means a corporation organized under this subtitle for the purpose of rendering professional services.
(g)    (1)    “Professional service” means a service that may lawfully be rendered only by a person licensed or otherwise authorized by a licensing unit in the State to render the service and that may not lawfully be rendered by a corporation under the Maryland General Corporation Law.
(2)    “Professional service” includes, but is not limited to, a service provided by:
(i)    An architect;
(ii)    An attorney;
(iii)    A certified public accountant;
(iv)    A chiropractor;
(v)    A dentist;
(vi)    An osteopath;
(vii)    A podiatrist;
(viii)    A physician;
(ix)    A professional engineer;
(x)    A licensed real estate broker, licensed real estate salesperson, and licensed associate real estate broker;
(xi)    A veterinarian;
(xii)    A psychologist; and
(xiii)    A physical therapist.
(h)    “Qualified person” means an individual, professional corporation, or general partnership that is eligible under this Act to be issued stock by a professional corporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-102 - Single or Multiple Professions; Corporate Form

(a)    (1)    Except as permitted under subsection (b) of this section, a corporation may be a professional corporation under § 5–112 of this subtitle solely for the purpose of rendering professional services within a single profession.
(2)    Except as provided in paragraph (3) of this subsection, a corporation that is eligible to be a professional corporation under this subtitle may not organize under any other corporate form permitted by this article.
(3)    Paragraph (2) of this subsection does not apply to professional services rendered by:
(i)    An architect;
(ii)    A professional engineer;
(iii)    A licensed real estate broker, licensed real estate salesperson, or licensed associate real estate broker; or
(iv)    A veterinarian.
(b)    A corporation may be a professional corporation under § 5–112 of this subtitle for the purpose of rendering the same, similar, or related professional services within 2 or more professions.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-103 - Powers

(a)    Except as otherwise provided in this subtitle, a professional corporation has the powers enumerated in § 2-103 of this article.
(b)    A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity if the entity is engaged solely in rendering professional services.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-104 - Limitation on Activities; Investments

(a)    A professional corporation may not render a professional service or engage in an activity other than the professional service authorized by its articles of incorporation.
(b)    Except as provided in subsection (c) of this section, subsection (a) of this section does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, or any other type of investment.
(c)    A professional corporation may not, through any investment, subsidiary, or other means, engage or participate in the active management of any entity, association, or venture whose business purpose is not reasonably related to the rendering of a professional service authorized by its articles of incorporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-105 - Professional Service to Be Performed Through Licensed Individuals

(a)    A domestic or foreign corporation may render professional services in the State only through individuals licensed or otherwise authorized in the State to render the professional services.
(b)    Subsection (a) of this section does not:
(1)    Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;
(2)    Prohibit a licensed individual from rendering professional services in his individual capacity although he is a stockholder, director, officer, employee, or agent of a domestic or foreign professional corporation; or
(3)    Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in the State if not prohibited by the licensing unit in the State with jurisdiction over the professional service.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-107 - Inclusion of Stockholder's Surname; Exception

(a)    (1)    Except as provided in paragraph (2) of this subsection, this section does not apply to a professional corporation in which a majority of stockholders are individuals who are licensed, certified, or otherwise authorized to practice a health occupation under the Health Occupations Article.
(2)    This section applies to a professional corporation that provides dental services.
(b)    The name of a domestic professional corporation or a foreign professional corporation authorized to transact business in the State shall contain the surname of one or more stockholders of the corporation unless:
(1)    Except as provided in § 5–108(f) of this subtitle, the name of the corporation is approved by the appropriate licensing unit;
(2)    A certificate of authorization for use of the corporate name is issued to the corporation or to its incorporator by the appropriate licensing unit; and
(3)    The certificate of authorization for use of the corporate name issued by the licensing unit is attached to the articles of incorporation document in which the name is adopted.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-108 - Certificate of Authorization for Use of Corporate Name

(a)    If required under § 5–107 of this subtitle to obtain a certificate of authorization for use of a corporate name, the professional corporation or its incorporator shall file an application with the appropriate licensing unit, using a form provided by the licensing unit that contains:
(1)    The name to be adopted by the corporation;
(2)    The reasons for adopting the name; and
(3)    Any other information required by the licensing unit.
(b)    The application shall be accompanied by the fee, if any, set by the licensing unit.
(c)    (1)    Upon receipt of the application and fee under subsections (a) and (b) of this section, the licensing unit shall consult with and obtain the approval of the professional organization, if one exists, to which a majority of individuals in the State rendering the professional service belong.
(2)    In determining the appropriateness of the proposed corporate name, the professional organization shall consider the established ethical standards, rules, and regulations of the profession.
(d)    If the licensing unit and, if required, the professional organization approve of the proposed corporate name, the licensing unit shall issue a certificate of authorization for use of a corporate name to the corporation or its incorporator.
(e)    Any licensing unit with jurisdiction over the professional service mentioned in the corporation’s articles of incorporation may approve the adoption and use of a corporate name under the provisions of §§ 5–106 through 5–108 of this subtitle.
(f)    (1)    The State Board of Physicians is not required to approve the name of a professional entity whose members are licensed physicians, as defined under § 14–101 of the Health Occupations Article.
(2)    After the Department receives the application of a professional entity that is not exempt under § 5–107(a)(1) of this subtitle and whose members are licensed physicians, as defined under § 14–101 of the Health Occupations Article, the Department shall notify MedChi, the Maryland State Medical Society.
(3)    On receipt of an application from an entity described under paragraph (2) of this subsection, MedChi, the Maryland State Medical Society may:
(i)    Take no further action; or
(ii)    If there is reason to believe that the name of the professional entity is deceptive or misleading, refer the application to the Maryland Department of Health.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-109 - Issuance of Stock

(a)    A professional corporation may issue stock, rights, and options to purchase stock to:
(1)    An individual who is authorized by law in this or another state to render a professional service named in the corporation’s articles of incorporation;
(2)    A general partnership in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this State to render a professional service named in the corporation’s articles of incorporation; and
(3)    A professional corporation, domestic or foreign, provided that the professional corporation receiving the stock is organized to perform the same professional service as the professional corporation issuing the stock.
(b)    (1)    If a licensing unit with jurisdiction over a profession considers it necessary to prevent a violation of the ethical standards of the profession, the unit may, by regulation, restrict or condition, or revoke in part, the authority of a professional corporation to issue stock subject to its jurisdiction.
(2)    A regulation adopted under this subsection does not, of itself, make a stockholder of a professional corporation a disqualified person at the time the regulation becomes effective.
(c)    Stock issued in violation of this section or of a regulation adopted under this section is void from the date issued.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-110 - Statement on Stock Certificate

The following statement must appear in conspicuous type on each stock certificate issued by a professional corporation:
“The transfer of stock of a professional corporation is restricted by the Maryland Professional Service Corporation Act and is subject to further restriction imposed from time to time by the licensing unit. Stock of a professional corporation is also subject to a statutory compulsory repurchase obligation.”
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-111 - Transfer of Stock

(a)    A stockholder of a professional corporation may transfer or pledge stock, fractional stock, and rights or options to purchase stock of the corporation only to a qualified person.
(b)    A transfer of stock made in violation of subsection (a) of this section, except a transfer made by operation of law or by court judgment, is void.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-112 - Electing to Be Professional Corporation

(a)    A corporation may elect to be a professional corporation under this subtitle by including in the articles of incorporation a statement that:
(1)    The corporation is a professional corporation; and
(2)    The corporation’s purpose is to render the professional services specified.
(b)    A corporation incorporated in the State may elect professional corporation status by amending its articles of incorporation to comply with subsection (a) of this section and §§ 5-106 through 5-108 of this subtitle.
(c)    A corporation that, prior to the effective date of this subtitle, was a duly organized professional corporation in the State shall be deemed a duly organized professional corporation under this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-113 - Acquisition of Stock Upon Death or Disqualification of Stockholder; General Requirements

(a)    A professional corporation shall acquire, or cause to be acquired by a qualified person, the stock of a stockholder, at a price that represents the fair value of the stock as of the date of death or disqualification of the stockholder or transfer of the stock if:
(1)    The stockholder dies;
(2)    Except as provided in subsection (c) of this section, the stockholder becomes a disqualified person; or
(3)    Except as provided in subsection (c) of this section, the stock is transferred by operation of law or court judgment to a disqualified person.
(b)    (1)    If the price for stock is determinable in accordance with the articles of incorporation or bylaws of the corporation, or by private agreement, that price controls.
(2)    If the price is not determinable, under paragraph (1) of this subsection, the corporation shall acquire the stock in accordance with the provisions of § 5-114 of this subtitle.
(3)    If the disqualified person rejects the corporation’s purchase offer, either the disqualified stockholder, personal representative, transferee, or the corporation may commence a proceeding under § 5-115 of this subtitle to determine the fair value of the stock.
(c)    This section does not require the acquisition of stock in the event of disqualification if the disqualification lasts less than 5 months from the date the disqualification or transfer occurs.
(d)    This section and § 5-114 of this subtitle do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation to a former stockholder if otherwise permitted by law, including amounts payable pursuant to an agreement between a judge and his former law firm as provided in § 1-203 of the Courts Article.
(e)    A provision for the acquisition of stock contained in a professional corporation’s articles of incorporation or bylaws, or in a private agreement, is specifically enforceable.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-115 - Proceeding to Determine Fair Value

(a)    (1)    A proceeding under § 5-114(c) or (d) of this subtitle to determine the fair value of stock shall be filed in the circuit court for the county where the corporation’s principal office or registered office is located.
(2)    The corporation shall make the disqualified stockholder a party to the proceeding as in an action against the stockholder’s stock.
(3)    The jurisdiction of the court in which the proceeding is filed is plenary and exclusive.
(b)    (1)    The court may appoint one or more persons as appraisers to receive evidence and make recommendations on the question of fair value.
(2)    The appraisers under paragraph (1) of this subsection have the powers described in the order appointing them.
(c)    The disqualified stockholder is entitled to judgment for the fair value of his stock determined by the court as of the date of death, disqualification, or transfer, together with interest from that date at a rate found by the court to be fair and equitable.
(d)    The court may order the judgment to be paid in installments.