Section 4A-803 – Pleading
In a derivative action, the complaint shall set forth with particularity the attempts, if any, of the plaintiff to secure initiation of the action the plaintiff desires by the limited liability company or the reasons for not making the effort.
Section 4A-915 – Articles of Reinstatement — Filing
The authority to do business in Maryland of any limited liability company that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing articles of reinstatement with the Department.
Section 4A-804 – Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court: (1) May award the plaintiff reasonable expenses, including reasonable attorney’s fees; and (2) Shall direct the plaintiff to remit to the limited […]
Section 4A-916 – Articles of Reinstatement — Contents
Articles of reinstatement shall include: (1) The name of the limited liability company at the time its right to do business in Maryland was forfeited; (2) The name that the limited liability company will use after reinstatement, which shall comply with the provisions of this article with respect to limited liability company names; (3) The address of the […]
Section 4A-901 – Dissolution
(a) The dissolution of a limited liability company is a change in the relationship between the members, not the winding up or the termination of the limited liability company. (b) On dissolution, the limited liability company is not terminated but continues until terminated in accordance with § 4A-908 of this subtitle.
Section 4A-917 – Articles of Reinstatement — Conditions of Acceptance
The Department may not accept articles of reinstatement for record unless: (1) All annual reports required to be filed by the limited liability company or which would have been required if the right to do business in Maryland had not been forfeited are filed; and (2) Unemployment insurance contributions or reimbursement payments, all State and local taxes, […]
Section 4A-902 – Causes of Dissolution; Continuation
(a) A limited liability company is dissolved and shall commence the winding up of its affairs on the first to occur of the following: (1) At the time or on the happening of the events specified in the articles of organization or the operating agreement; (2) At the time specified by the unanimous consent of the members; (3) At […]
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 […]
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 […]