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 […]
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 […]
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 […]
Section 4A-910 – Filing Articles of Cancellation With Department
A limited liability company shall file articles of cancellation for record with the Department: (1) If there are known creditors of the limited liability company, after 19 days following the sending of notice under § 4A-909(5) of this subtitle; or (2) If there are no known creditors, at any time.
Section 4A-911 – Failure to Pay Taxes or Required Contributions; Proclamation
(a) (1) Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability company that has not paid a tax due before October 1 of the year after the tax became due. (2) When the Comptroller certifies the list […]
Section 4A-912 – Notice of Proclamation; Reinstatement Upon Payment
(a) Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability company named in it. The notice shall be addressed to the limited liability company at its mailing address on file with the Department or, if none, at any other address appearing on the records […]
Section 4A-913 – Corrective Proclamation
(a) If the Department is satisfied that a limited liability company named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 4A–911 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller […]