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Home » US Law » 2022 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 Constitution of this State:         (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 […]

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 […]

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)    (i)    Send an acknowledgment to the person who filed the application or a representative […]

Section 4A-1004 – Registration of Name

    A foreign limited liability company may register with the Department under any name, whether or not it is the name under which it is registered in its state of organization, as provided under Title 1, Subtitle 5 of this article.

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.

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 […]

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 […]

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 […]

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 […]

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 […]