(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.
(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 […]
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 […]
(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 […]
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 […]
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 […]
(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 […]
(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 […]
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 […]
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.
(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 […]
(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 […]
(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 […]
This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law: (1) For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or (2) To compel the filing of annual reports.
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.
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 […]
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, […]
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 […]
(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 […]
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 […]
