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, […]
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 […]
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 […]
Section 4A-903 – Judicial Dissolution
On application by or on behalf of a member, the circuit court of the county in which the principal office of the limited liability company is located may decree the dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or […]
Section 4A-904 – Winding Up
(a) Unless otherwise agreed, the remaining members of a limited liability company or, if the company has no remaining members, the personal representative, guardian, or other successor to the last remaining member of the company may wind up the affairs of the limited liability company. (b) Notwithstanding the provisions of subsection (a) of this section, the circuit […]
Section 4A-905 – Effect of Dissolution on Authority of Members
Following dissolution, a member of a limited liability company can bind the limited liability company: (1) By any act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution, unless the member purporting to act on behalf of the limited liability company does not have the […]
Section 4A-906 – Distribution of Assets
On the winding up and termination of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the limited liability company; and (2) Unless otherwise agreed, to the members in proportion to their respective capital contribution […]
Section 4A-907 – Articles of Dissolution; Articles of Continuation
(a) (1) The remaining members of a limited liability company may cause articles of dissolution to be filed with the Department at any time after dissolution and before termination. (2) Articles of dissolution shall contain: (i) The name of the limited liability company; (ii) The date of filing of the articles of organization and each amendment thereto; (iii) The date of […]
Section 4A-908 – Time Termination Effective
(a) The limited liability company is terminated on the later of: (1) The date on which the Department accepts for record the articles of cancellation filed pursuant to § 4A-909 of this subtitle; or (2) The effective date of the articles of cancellation. (b) Notwithstanding the filing of articles of cancellation, the limited liability company continues to exist for […]
Section 4A-909 – Contents of Articles of Cancellation
Articles of cancellation shall set forth: (1) The name of the limited liability company and the address of its principal office; (2) The name and address of a resident agent of the limited liability company who shall serve for one year after termination; (3) The name and address of each member who was designated to wind up the […]