reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 9 - Conversions of Corporations › Section 3-905 - Exchange or Conversion of Interests or Stock

(a)    In a conversion of an other entity to a Maryland corporation, 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)    Stock of the Maryland corporation or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other corporation or 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 Maryland corporation to an other entity, stock of the Maryland corporation 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 Maryland corporation is converted or of any other corporation or 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 3 - Corporations in General -- Extraordinary Actions › Subtitle 9 - Conversions of Corporations › Section 3-906 - Completion of Conversion

(a)    The conversion of an other entity to a Maryland corporation shall be completed on the later of:
(1)    The incorporation of the Maryland corporation in accordance with Title 2 of this article; or
(2)    The effectiveness of articles of conversion filed for record with the Department.
(b)    The conversion of a Maryland corporation 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 as 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 Maryland corporation is completed:
1.    The other entity shall be converted to a Maryland corporation;
2.    The conversion shall have the effects set forth in § 3–904 of this subtitle; and
3.    The corporation shall be subject to all of the provisions of the Maryland General Corporation Law.
(ii)    Notwithstanding § 2–102 of this article, the existence of the Maryland corporation 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 Maryland corporation to an other entity is completed, the conversion shall have the effects set forth in § 3–904 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 9 - Conversions of Corporations › Section 3-907 - Abandonment of Proposed Conversion

(a)    Unless the charter of the Maryland corporation or articles of conversion provide otherwise, a proposed conversion of a Maryland corporation to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of directors of the Maryland corporation.
(b)    Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a Maryland corporation may be abandoned 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 § 3–902 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 Maryland corporation in connection with the proposed conversion.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 1 - Definitions; General Provisions › Section 4-101 - Definitions

(a)    In this title the following words have the meanings indicated.
(b)    “Close corporation” means a corporation which elects to be a close corporation in accordance with § 4-201 of this title.
(c)    “Unanimous stockholders’ agreement” means an agreement to which every stockholder of a close corporation actually has assented and which is contained in its charter or bylaws or in a written instrument signed by all the stockholders.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 1 - Definitions; General Provisions › Section 4-102 - Execution of Documents

Notwithstanding any contrary provision of law, an individual who holds more than one office in a close corporation may act in more than one capacity to execute, acknowledge, or verify any instrument required to be executed, acknowledged, or verified by more than one officer.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 2 - Election to Be a Close Corporation › Section 4-201 - Statement of Election

(a)    A corporation may elect to be a close corporation under this title by including in its charter a statement that it is a close corporation.
(b)    The statement that a corporation is a close corporation shall be:
(1)    Contained in the articles of incorporation originally filed with the Department; or
(2)    Added to the charter by an amendment which is approved:
(i)    Under the provisions of § 2-603 of this article, if at the time of the adoption of the amendment no stock of the corporation is either outstanding or subscribed for; or
(ii)    By the affirmative vote of every stockholder and every subscriber for stock of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 2 - Election to Be a Close Corporation › Section 4-202 - Required References to Close Corporation Status

(a)    Clear reference to the fact that the corporation is a close corporation shall appear prominently:
(1)    At the head of the charter document in which the election to be a close corporation is made;
(2)    In each subsequent charter document of the corporation; and
(3)    On each certificate representing outstanding stock of the corporation.
(b)    The status of a corporation as a close corporation is not affected by the failure of any charter document or stock certificate to contain the reference required by this section.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 3 - Board of Directors › Section 4-302 - Election to Have No Board of Directors

(a)    An election to have no board of directors becomes effective at the later of:
(1)    The time that the organization meeting of directors and the issuance of at least one share of stock of the corporation are completed;
(2)    The time the charter document in which the election is made becomes effective; or
(3)    The time specified in the charter document in which the election is made.
(b)    A director automatically ceases to be a director when an election to have no board of directors becomes effective.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 3 - Board of Directors › Section 4-303 - Effect of Election to Have No Board of Directors

If there is an election to have no board of directors:
(1)    The stockholders may exercise all powers of directors, and the business and affairs of the corporation shall be managed under their direction;
(2)    The stockholders of the corporation are responsible for taking any action required by law to be taken by the board of directors;
(3)    Action by stockholders shall be taken by the voting of shares of stock as provided in this article;
(4)    The stockholders may take any action for which this article otherwise would require both a resolution of directors and a vote of stockholders;
(5)    By the affirmative vote of a majority of all the votes entitled to be cast, the stockholders may take any action for which this article otherwise would require a vote of a majority of the entire board of directors;
(6)    A statement that the corporation is a close corporation which has no board of directors satisfies any requirement that an instrument filed with the Department contain a statement that a specified action was taken by the board of directors;
(7)    The special liabilities imposed on directors by § 2-312(a) of this article and the provisions of §§ 2-312(b) and 2-410 of this article apply to the stockholders of the corporation and, for this purpose, “present” in § 2-410 of this article means present in person or by proxy; and
(8)    A stockholder is not liable for any action taken as a result of a vote of the stockholders, unless he was entitled to vote on the action.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 4 - Stockholders › Section 4-401 - Unanimous Stockholders' Agreement

(a)    Under a unanimous stockholders’ agreement, the stockholders of a close corporation may regulate any aspect of the affairs of the corporation or the relations of the stockholders, including:
(1)    The management of the business and affairs of the corporation;
(2)    Restrictions on the transfer of stock;
(3)    The right of one or more stockholders to dissolve the corporation at will or on the occurrence of a specified event or contingency;
(4)    The exercise or division of voting power;
(5)    The terms and conditions of employment of an officer or employee of the corporation, without regard to the period of his employment;
(6)    The individuals who are to be directors and officers of the corporation; and
(7)    The payment of dividends or the division of profits.
(b)    A unanimous stockholders’ agreement may be amended, but only by the unanimous written consent of the stockholders then parties to the agreement.
(c)    A stockholder who acquires his stock after a unanimous stockholders’ agreement becomes effective is considered to have actually assented to the agreement and is a party to it:
(1)    Whether or not he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired by gift or bequest from a person who was a party to the agreement; and
(2)    If he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired in any other manner.
(d)    (1)    A court of equity may enforce a unanimous stockholders’ agreement by injunction or by any other relief which the court in its discretion determines to be fair and appropriate in the circumstances.
(2)    As an alternative to the granting of an injunction or other equitable relief, on motion of a party to the proceeding, the court may order dissolution of the corporation under the provisions of Subtitle 6 of this title.
(e)    This section does not affect any otherwise valid agreement among stockholders of a close corporation or of any other corporation.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 4 - Stockholders › Section 4-402 - Stockholders' Annual Meeting

(a)    The bylaws of a close corporation shall provide for an annual meeting of stockholders in accordance with Title 2 of this article, but the meeting need not be held unless requested by a stockholder.
(b)    A request for an annual meeting shall be in writing and delivered to the president or secretary of the corporation:
(1)    At least 30 days before the date specified in the bylaws for the meeting; or
(2)    If the bylaws specify a period during which the date for the meeting may be set, at least 30 days before the beginning of that period.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 4 - Stockholders › Section 4-403 - Stockholders' Right of Inspection

A stockholder of a close corporation or his agent may inspect and copy during usual business hours any records or documents of the corporation relevant to its business and affairs, including any:
(1)    Bylaws;
(2)    Minutes of the proceedings of the stockholders and directors;
(3)    Annual statement of affairs;
(4)    Stock ledger; and
(5)    Books of account.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 4 - Stockholders › Section 4-404 - Statement of Affairs

(a)    Once during each calendar year, each stockholder of a close corporation may present to any officer of the corporation a written request for a statement of its affairs.
(b)    Within 20 days after a request is made for a statement of a close corporation’s affairs, the corporation shall prepare and have available on file at its principal office a statement verified under oath by its president or treasurer or one of its vice-presidents or assistant treasurers which sets forth in reasonable detail the corporation’s assets and liabilities as of a reasonably current date.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 5 - Stock Restrictions › Section 4-501 - Restriction on Issuance or Sale of Stock

If there is any stock of a close corporation outstanding, the corporation may not issue or sell any of its stock, including treasury stock, unless the issuance or sale is:
(1)    Approved by the affirmative vote of the holders of all outstanding stock; or
(2)    Permitted by a unanimous stockholders’ agreement.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 5 - Stock Restrictions › Section 4-502 - Certain Securities and Stock Options Prohibited

A close corporation may not have outstanding any:
(1)    Securities which are convertible into its stock;
(2)    Voting securities other than stock; or
(3)    Options, warrants, or other rights to subscribe for or purchase any of its stock, unless they are nontransferable.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 5 - Stock Restrictions › Section 4-503 - Restrictions on Transfer of Stock

(a)    (1)    In this section, “transfer” means the transfer of any interest in the stock of a close corporation, except:
(i)    A transfer by operation of law to a personal representative, trustee in bankruptcy, receiver, guardian, or similar legal representative;
(ii)    The acquisition of a lien or power of sale by an attachment, levy, or similar procedure; or
(iii)    The creation or assignment of a security interest.
(2)    A foreclosure sale or other transfer by a person who acquired his interest or power in a transaction described in paragraph (1) of this subsection is a transfer subject to all the provisions of this section. For purposes of the transfer, the person effecting the foreclosure sale or other transfer shall be treated as and have the rights of a holder of the stock under this section and § 4-602(b) of this title.
(b)    A transfer of the stock of a close corporation is invalid unless:
(1)    Every stockholder of the corporation consents to the transfer in writing within the 90 days before the date of the transfer; or
(2)    The transfer is made under a provision of a unanimous stockholders’ agreement permitting the transfer to the corporation or to or in trust for the principal benefit of:
(i)    One or more of the stockholders or security holders of the corporation or their wives, children, or grandchildren; or
(ii)    One or more persons named in the agreement.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 5 - Stock Restrictions › Section 4-504 - Denial or Restriction of Voting Rights; Unanimous Stockholder Vote

(a)    A close corporation may deny or restrict the voting rights of any of its stock as provided in this article. Notwithstanding any denial or restriction, all stock has voting rights on any matter required by this title to be authorized by the affirmative vote of every stockholder or every subscriber for stock of a close corporation.
(b)    Notwithstanding the provisions of § 2-104(b)(5) of this article, the charter of a close corporation may not lower the proportion of votes required to approve any action for which this title requires the affirmative vote or assent of every stockholder or every subscriber for stock of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 6 - Termination of Existence › Section 4-601 - Consolidation, Merger, Share Exchange, or Transfer of Assets

A consolidation, merger, share exchange, or transfer of assets of a close corporation shall be made in accordance with the provisions of Title 3 of this article. However, approval of a proposed consolidation or merger, a transfer of its assets, or an acquisition of its stock in a share exchange requires the affirmative vote of every stockholder of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 6 - Termination of Existence › Section 4-602 - Involuntary Dissolution

(a)    Any stockholder of a close corporation may petition a court of equity for dissolution of the corporation on the grounds set forth in § 3-413 of this article or on the ground that there is such internal dissension among the stockholders of the corporation that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally.
(b)    (1)    Unless a unanimous stockholders’ agreement provides otherwise, a stockholder of a close corporation has the right to require dissolution of the corporation if:
(i)    The stockholder made a written request for consent to a proposed bona fide transfer of his stock in accordance with the provisions of § 4-503(b)(1) of this title, specifying the proposed transferee and the consideration, and the consent was not received by him within 30 days after the date of the request; or
(ii)    Another party to a unanimous stockholders’ agreement defaulted in an obligation, set forth in or arising under the agreement, to purchase or cause to be purchased stock of the stockholder, and the default was not remedied within 30 days after the date for performance of the obligation.
(2)    A petition for dissolution under this subsection shall be filed within 60 days after the date of the request or the default, as the case may be.
(c)    A proceeding for dissolution authorized by this section shall be in accordance with the provisions of § 3-414 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 4 - Close Corporations › Subtitle 6 - Termination of Existence › Section 4-603 - Avoidance of Dissolution by Purchase of Petitioner's Stock

(a)    Any one or more stockholders who desire to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver by electing to purchase the stock owned by the petitioner at a price equal to its fair value.
(b)    (1)    If a stockholder who makes the election is unable to reach an agreement with the petitioner as to the fair value of the stock, then, if the electing stockholder gives bond or other security sufficient to assure payment to the petitioner of the fair value of the stock, the court shall stay the proceeding and determine the fair value of the stock.
(2)    Fair value shall be determined in accordance with the procedure set forth in Title 3, Subtitle 2 of this article, as of the close of business on the day on which the petition for dissolution was filed.
(c)    After the fair value of the stock is determined, the order of the court directing the purchase shall set the purchase price and the time within which payment shall be made. The court may order other appropriate terms and conditions of sale, including:
(1)    Payment of the purchase price in installments; and
(2)    The allocation of shares of stock among electing stockholders.
(d)    The petitioner:
(1)    Is entitled to interest on the purchase price of his stock from the date the petition is filed; and
(2)    Ceases to have any other rights with respect to the stock, except the right to receive payment of its fair value.
(e)    The costs of the proceeding, as determined by the court, shall be divided between the petitioner and the purchasing stockholder. The costs shall include the reasonable compensation and expenses of appraisers, but may not include fees and expenses of counsel or of other experts retained by a party.
(f)    The petitioner shall transfer his shares of stock to the purchasing stockholder:
(1)    At a time set by the court; or
(2)    If the court sets no time, at the time the purchase price is paid in full.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 1 - Definitions › Section 4A-102 - Policy

(a)    Unless otherwise provided in this title, the policy of this title is to give the maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.
(b)    A provision of this title that may be changed by the terms of an operating agreement also may be changed by the terms of the articles of organization.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-202 - Formation

(a)    Any person may form a limited liability company by causing articles of organization to be executed and filed for record with the Department.
(b)    A limited liability company is formed at the time when the Department accepts the articles of organization for record or at a later time specified in the articles, if in either case there has been substantial compliance with this title.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-203 - Powers

Unless otherwise provided by law or unless otherwise agreed, a limited liability company has the general powers, whether or not set forth in its articles of organization or operating agreement, to:
(1)    Have perpetual existence, although existence may be limited to a specified period of time if the limitation is set forth in its articles of organization;
(2)    Sue, be sued, complain, and defend in all courts;
(3)    Transact its business, carry on its operations, and have and exercise the powers granted by this article in any state and in any foreign country;
(4)    Make contracts and guarantees, incur liabilities, and borrow money;
(5)    Sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any of its assets;
(6)    Acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;
(7)    Issue notes, bonds, and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets;
(8)    Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of other corporations, associations, general or limited partnerships, limited liability companies, foreign limited liability companies, business trusts, and individuals;
(9)    Invest its surplus funds, lend money in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes of the limited liability company, and take and hold real property and personal property as security for the payment of funds so loaned or invested;
(10)    Render professional services within or without this State;
(11)    Elect or appoint agents and define their duties and fix their compensation;
(12)    Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(13)    Be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, limited liability company, foreign limited liability company, joint venture, trust, or other enterprise;
(14)    Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;
(15)    Make and alter operating agreements as provided in § 4A–402(a) of this title;
(16)    Cease its activities and dissolve; and
(17)    Do every other act not inconsistent with law which is appropriate to promote and attain the purposes of the limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-203.1 - Authority of Regulatory Bodies Which License Professionals Not Restricted

Nothing in this title is intended to restrict or limit in any manner the authority and duty of a regulatory body that licenses professionals within this State to license persons who render professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body, notwithstanding that the person is a member, employee, or agent of a limited liability company and is rendering the professional services or engaging in the practice of the profession through the limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-204 - Articles of Organization

(a)    The articles of organization shall set forth:
(1)    The name of the limited liability company;
(2)    The address of its principal office in this State and the name and address of its resident agent; and
(3)    Any other provision, not inconsistent with law, which the members elect to set out in the articles, including, but not limited to, a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited.
(b)    It is not necessary to set out in the articles of organization any of the powers enumerated in this title.
(c)    An amendment to the articles of organization shall be:
(1)    In writing;
(2)    Unless otherwise agreed, approved by unanimous consent of the members;
(3)    Executed under the provisions of § 4A–206 of this subtitle; and
(4)    Filed for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-205 - Certificate of Correction

(a)    If any document filed with the Department under this title contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.
(b)    A certificate of correction shall set forth:
(1)    The title of the document being corrected;
(2)    The name of each party to the document being corrected;
(3)    The date that the document being corrected was filed; and
(4)    The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.
(c)    A certificate of correction may not make any other change or amendment that would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.
(d)    A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.
(e)    A certificate of correction may not:
(1)    Change the effective date of the document being corrected; or
(2)    Affect any right or liability accrued or incurred before its filing, except that any right or liability incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-206 - Execution of Articles and Certificates

(a)    Articles and certificates required by this title to be filed with the Department shall be executed in the following manner:
(1)    Articles of organization shall be executed by any individual authorized to do so by the persons forming the limited liability company; and
(2)    Articles of amendment, articles of merger, certificates of correction, articles of dissolution, articles of continuation, articles of conversion, articles of cancellation, and articles of reinstatement shall be executed by an authorized person.
(b)    (1)    An authorized person may sign any articles or certificates by an attorney in fact.
(2)    Powers of attorney relating to the signing of articles or certificates by an attorney in fact need not be sworn to, verified, or acknowledged, and need not be filed with the Department.
(c)    Any document required to be certified, acknowledged, or verified under this title shall be so acknowledged, verified, or certified in accordance with the procedure set forth in Title 1, Subtitle 3 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-207 - Filing With the Department

(a)    (1)    The Department may not accept for record or filing any document of a limited liability company that does not conform with law.
(2)    Any document which purports to be acknowledged may be treated by the Department as properly acknowledged.
(b)    The Department may not accept for record or filing any articles, certificate, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, and other fees have been paid to the Department.
(c)    When the Department accepts for record any articles, certificate, or other document, the Department shall:
(1)    Endorse on the document its acceptance for record and the date and time of acceptance;
(2)    Record promptly the document; and
(3)    Send an acknowledgment to the limited liability company, its attorney, or its agent stating the date and time that the document was accepted for record.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-209 - Reservation of Name; Transfer of Reserved Name

(a)    The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by:
(1)    A person who intends to organize a domestic limited liability company;
(2)    A domestic limited liability company that proposes to change its name;
(3)    A foreign limited liability company that intends to register to do business in this  State; or
(4)    A foreign limited liability company registered to do business in this State that proposes to change its name.
(b)    (1)    A person may reserve a specified name by filing a signed application with the Department.
(2)    If the Department finds that the name is available for use by a limited liability company, the Department shall reserve the name for 30 days for the exclusive use of the applicant.
(c)    The exclusive right to use a reserved name may be transferred to another person by filing with the Department a notice of the transfer which specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-210 - Principal Office and Resident Agent

(a)    Each limited liability company shall have:
(1)    A principal office in this State; and
(2)    A resident agent.
(b)    (1)    A limited liability company may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change.
(2)    A limited liability company may change the address of its resident agent by filing for record with the Department a statement of the change signed by an authorized person.
(3)    A designation or change of a principal office or resident agent or address of the resident agent for a limited liability company under this subsection is effective when the Department accepts the statement for record.
(c)    (1)    A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent.
(2)    The statement shall include:
(i)    The name of the limited liability company for which the change is effective;
(ii)    The old and new addresses of the resident agent; and
(iii)    The date on which the change is effective.
(3)    If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability company, the statement may include a change of address of the principal office if:
(i)    The resident agent notifies the limited liability company in writing; and
(ii)    The statement recites that notice has been sent.
(4)    The change of address of the resident agent or principal office is effective when the Department accepts the statement for record.
(d)    (1)    A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation.
(2)    Unless a later time is specified in the resignation, it is effective:
(i)    At the time it is filed with the Department, if the limited liability company has appointed a successor resident agent; or
(ii)    10 days after it is filed with the Department, if the limited liability company has not appointed a successor resident agent.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-212 - Conversion of Individual Proprietorship to Limited Liability Company

(a)    An individual conducting a business as a proprietorship may convert the proprietorship to a limited liability company by filing articles of organization that meet the requirements of § 4A-204 of this subtitle and include the following:
(1)    The name of the individual who conducts the proprietorship; and
(2)    A description of the property comprising the business to be conducted by the limited liability company.
(b)    (1)    An individual who becomes a member of a limited liability company as a result of the conversion remains liable for any obligation or liability of the individual incurred or arising before the conversion takes effect, to the extent that the individual would have been obligated or liable if the conversion had not occurred.
(2)    The individual’s liability for all obligations and liabilities of the limited liability company incurred or arising after the conversion takes effect is that of a member of a limited liability company, as provided in this title.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 2 - Formation and Powers › Section 4A-213 - Effect of Converting Partnership to Limited Liability Company

(a)    A general or limited partnership that has been converted to a limited liability company pursuant to § 4A-211 of this subtitle shall be deemed for all purposes the same entity that existed before the conversion.
(b)    When a conversion takes effect:
(1)    All property owned by the converting general or limited partnership or the converting proprietorship remains vested in the converted entity;
(2)    All obligations and liabilities of the converting general or limited partnership or the converting proprietorship remain vested in the converted entity; and
(3)    An action or proceeding pending against the converting general or limited partnership or the converting proprietorship may be continued as if the conversion had not occurred.
(c)    In the case of a limited partnership that has been converted pursuant to § 4A-211 of this subtitle, the articles of organization filed pursuant to § 4A-211(a) of this subtitle shall serve as a certificate of cancellation of the converting limited partnership.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 3 - Relations of Limited Liability Company and Members to Third Persons › Section 4A-301 - Liability to Third Persons

Except as otherwise provided by this title, no member shall be personally liable for the obligations of the limited liability company, whether arising in contract, tort or otherwise, solely by reason of being a member of the limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 3 - Relations of Limited Liability Company and Members to Third Persons › Section 4A-301.1 - Liability for Negligence in Rendering Professional Services

(a)    (1)    An individual who renders a professional service in this State as an employee of a domestic or foreign limited liability company is liable for a negligent or wrongful act or omission in which the individual personally participated to the same extent as if the individual rendered the service as a sole practitioner.
(2)    An individual who renders a professional service in this State as an employee of a domestic or foreign limited liability company is not liable for a negligent or wrongful act or omission of another employee or member of the limited liability company unless the employee is negligent in appointing, supervising, or cooperating with the other employee or member.
(b)    A domestic or foreign limited liability company whose employees perform professional services within the scope of their employment or within the scope of the employees’ apparent authority to act for the limited liability company is liable to the same extent as its employees.
(c)    The personal liability of a member of a domestic or foreign limited liability company that provides professional services is no greater in any respect than the liability of a member of a limited liability company which is not engaged in rendering professional services.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 3 - Relations of Limited Liability Company and Members to Third Persons › Section 4A-302 - Parties to Actions

A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except:
(1)    Where the object of the proceeding is to enforce a member’s right against or liability to the limited liability company; or
(2)    As provided in Subtitle 8 of this title.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 3 - Relations of Limited Liability Company and Members to Third Persons › Section 4A-303 - Limited Liability Company Property

(a)    Real and personal property owned or purchased by a limited liability company may be acquired in the name of the limited liability company.
(b)    An instrument or document for the acquisition, mortgage, or disposition of property of the limited liability company shall be valid and binding upon the limited liability company if executed by 1 or more authorized persons.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 4 - Relationship of Members to Each Other › Section 4A-401 - Member as Agent of Company

(a)    (1)    Except as provided in paragraph (3) of this subsection or in the operating agreement, each member is an agent of the limited liability company for the purpose of its business.
(2)    Except as provided in paragraph (3) of this subsection, the act of each member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which the person is a member, binds the limited liability company, unless:
(i)    The member so acting has in fact no authority to act for the limited liability company in the particular matter; and
(ii)    The person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.
(3)    If the articles of organization contain a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited:
(i)    No member of the limited liability company is an agent of the limited liability company solely by virtue of being a member, and no member has authority to act for the limited liability company solely by virtue of being a member; and
(ii)    Each person dealing with a member is presumed to have knowledge that the member has no authority to act for the limited liability company solely by virtue of being a member.
(b)    Notwithstanding a statement in the articles of organization or the operating agreement that the authority of a member to act for the limited liability company solely by virtue of being a member is limited, a person dealing with a member may establish:
(1)    That the member is an agent of the limited liability company; or
(2)    That the limited liability company should be estopped from denying that the member was its agent.
(c)    Unless the act of a member is authorized by the limited liability company, the act of a member that is not apparently for the carrying on of the business of the limited liability company in the usual way does not bind the limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 4 - Relationship of Members to Each Other › Section 4A-403 - Voting; Meetings; Actions

(a)    The provisions of this section apply unless otherwise provided in this title or unless otherwise agreed.
(b)    (1)    Members shall vote in proportion to their respective interests in profits of the limited liability company, as determined under § 4A–503 of this title.
(2)    Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company as determined under § 4A–503 of this title.
(c)    (1)    A meeting of the members may be called by the written request of members holding at least 25% of the interests in profits of the limited liability company as determined under § 4A–503 of this title.
(2)    (i)    Members of a limited liability company may participate in a meeting by means of conference telephone or other communications equipment or by means of remote communication, if all persons participating in the meeting:
1.    Can either hear or read the proceedings of the meeting substantially concurrent with the proceedings; and
2.    Have the opportunity to participate in the meeting and vote on matters submitted to the members.
(ii)    Participation in a meeting by the means authorized by subparagraph (i) of this paragraph constitutes presence in person at the meeting.
(d)    (1)    A member may not take any of the following actions without the consent of members holding at least two–thirds of the interest in profits of the limited liability company as determined under § 4A–503 of this title:
(i)    Dispose of all or substantially all of the business or property of the limited liability company;
(ii)    Approve a merger as provided in § 4A–702 of this title; or
(iii)    Approve a conversion as provided in § 4A–1102 of this title.
(2)    A member may not take any of the following actions without the unanimous consent of the members:
(i)    Institute a voluntary proceeding under the federal bankruptcy code;
(ii)    Assign the property of the limited liability company in trust for creditors or on the assignee’s promise to pay the debts of the limited liability company;
(iii)    Alter the allocation of profit or loss to members of the limited liability company;
(iv)    Alter the allocation of or the manner of computing distributions payable to members of the limited liability company; or
(v)    Do any other act that would make it impossible to carry on the ordinary business of the limited liability company.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 4 - Relationship of Members to Each Other › Section 4A-403.2 - Proxy

(a)    (1)    A member may authorize another person to act as proxy for the member as provided in this section.
(2)    (i)    A member may sign a writing authorizing another person to act as proxy.
(ii)    Signing may be accomplished by the member or the member’s authorized agent signing the writing or causing the member’s signature to be affixed to the writing by any reasonable means, including facsimile signature.
(3)    (i)    Subject to subparagraph (ii) of this paragraph, a member may authorize another person to act as proxy by transmitting, or authorizing  the transmission of, an authorization for the person to act as proxy to:
1.    The person authorized to act as proxy; or
2.    Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization.
(ii)    The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means.
(4)    A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used.
(b)    (1)    A proxy is revocable by a member at any time without condition or qualification unless:
(i)    The proxy states that it is irrevocable; and
(ii)    The proxy is coupled with an interest.
(2)    A proxy may be made irrevocable for as long as it is coupled with an interest.
(3)    An interest with which a proxy may be coupled includes an interest in the membership interest to be voted under the proxy or another general interest in the limited liability company or its assets or liabilities.
2023 Maryland Statutes › Corporations and Associations › Title 4A - Limited Liability Company Act › Subtitle 4 - Relationship of Members to Each Other › Section 4A-404 - Unanimous Consent of Members

Wherever this title requires the unanimous consent of the members to allow the limited liability company to act:
(1)    The consent shall be in writing; and
(2)    The operating agreement may provide that:
(i)    1.    The action may be taken on consent of less than all of the members;
2.    The consent of certain members or classes of members is not required to take the action; or
3.    No consent of a member or members is required to take the action; and
(ii)    The action may be taken only with the consent of one or more persons who is or are not a member or members of the limited liability company, in which case the consent of that person or those persons shall be required in order for the limited liability company to take the action.