# Corporations and Associations (GCA)

## Title 1. General Provisions

### Subtitle 1. Definitions and Application

#### Section 1-101

(a) In this article, unless the context clearly requires otherwise, the following words have the meanings indicated.

(b) "Address" means the post office address, and includes street and number, if any, county or municipal area, and state and, if outside the United States, country.

(c) "Articles of transfer" means articles of sale, articles of lease, articles of asset exchange, or articles of transfer.

(d) "Assets" means any tangible, intangible, real, or personal property or other assets, including goodwill and franchises.

(e) "Business trust" means an unincorporated trust or association, including a common-law trust, a Massachusetts trust, a real estate investment trust as defined in Sec. 8-101 of this article, a statutory trust as defined in Sec. 12-101 of this article, and a foreign statutory trust as defined in Sec. 12-101 of this article, that is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of by trustees or the trust for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust.

(f)

  (1) "Charter" includes:

    (i) A charter granted by special act of the General Assembly;

    (ii) Articles or certificate of incorporation;

    (iii) Amended articles or certificate of incorporation;

    (iv) Articles of restatement;

    (v) Articles of amendment and restatement; and

    (vi) Articles or agreements of consolidation.

  (2) "Charter" includes the documents referred to in paragraph (1) of this subsection, either as:

    (i) Originally passed or accepted for record; or

    (ii) Amended, corrected, or supplemented by special act of the General Assembly, articles of amendment, articles of amendment and reduction, articles of extension, articles supplementary, articles or agreements of merger, articles of revival, a certificate of correction, or articles of validation.

(g) "Charter document" means any:

  (1) Document enumerated in subsection (f) of this section; and

  (2) Articles of reduction, articles of transfer, articles of merger, articles of share exchange, articles of conversion, articles of dissolution, and stock issuance statements.

(h) "Clerk of the court" means clerk of the circuit court for any county.

(h-1) "Commercial mail receiving agency" means a person that is authorized by the U.S. Postal Service to accept the delivery of mail on behalf of another person as a business service.

(i) "Convertible securities" includes:

  (1) Shares of stock which by their terms are convertible into shares of stock of one or more classes; and

  (2) Obligations which by their terms are convertible into shares of stock of one or more classes.

(j) "County" includes Baltimore City.

(k) "Department" means the State Department of Assessments and Taxation.

(l) "Director" means a member of the governing body of a corporation, whether designated as a director, trustee, or manager or by any other title.

(m)

  (1) "Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that:

    (i) May be retained, retrieved, and reviewed by a recipient of the communication; and

    (ii) May be reproduced directly in paper form by a recipient through an automated process.

  (2) "Electronic transmission" includes:

    (i) Electronic mail;

    (ii) Facsimile transmission;

    (iii) Internet transmission; and

    (iv) The use of or participation in one or more electronic networks or databases, including one or more distributed electronic networks or databases.

(n) "Entire board of directors" means the number of individuals who are directors of the corporation.

(o) "Foreign corporation" means a corporation, association, or joint-stock company organized under the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.

(p) "Governing document" means:

  (1) The charter and the bylaws of a Maryland corporation or a foreign corporation;

  (2) The articles of organization or certificate of formation and the operating agreement or limited liability company agreement of a domestic limited liability company or a foreign limited liability company;

  (3) The partnership agreement of an other entity that is a partnership or limited partnership, any statement of partnership authority of a partnership, the certificate of limited partnership of a limited partnership, and the certificate of limited liability partnership of a limited liability partnership;

  (4) The declaration of trust or governing instrument of a business trust or a real estate investment trust;

  (5) The articles of organization and the cooperative agreement of a limited worker cooperative association; or

  (6) A similar governing document or instrument of any other type of entity.

(q) "Internal corporate claim" means a claim, including a claim brought by or in the right of a corporation:

  (1) Based on an alleged breach by a director, an officer, or a stockholder of a duty owed to the corporation or the stockholders of the corporation or a standard of conduct applicable to directors;

  (2) Arising under this article; or

  (3) Arising under the charter or bylaws of the corporation.

(r) "Mail" means to deposit in the United States mails postage prepaid.

(s) "Maryland corporation" means a corporation organized and existing under the laws of this State.

(t) "Municipal area" means any incorporated or unincorporated city, town, or village.

(u) "Person" includes an individual and a domestic or foreign corporation, business trust, statutory trust, estate, trust, partnership, limited partnership, limited liability company, association, two or more persons having a joint or common interest, or any other legal or commercial entity.

(v) "Preclearance" means review of the sufficiency of a document or a draft of a document listed in Sec. 1-203(b)(1) or (4) of this title by an authorized agent of the Department before the document is filed with the Department.

(w) "Principal office" means:

  (1) The place in this State filed or recorded with the Department as the principal office of a Maryland corporation, limited liability company, limited liability partnership, or limited partnership;

  (2) An address in this State supplied by a commercial mail receiving agency with which a Maryland corporation, limited liability company, limited liability partnership, or limited partnership has a valid commercial mail receiving agreement in accordance with U.S. Postal Service regulations; or

  (3) If there is no principal office designated under item (1) of this subsection or address supplied under item (2) of this subsection, the main office of the Maryland corporation, limited liability company, limited liability partnership, or limited partnership in this State for the transaction of business.

(x) "Resident agent" means an individual residing in this State or a Maryland corporation, limited liability company, or limited partnership whose name, address, and designation as a resident agent are filed or recorded with the Department in accordance with the provisions of this article.

(y) "Share exchange" means a transaction:

  (1) In which a corporation acquires all the issued or all the outstanding shares of stock of one or more classes of another corporation by a stockholder vote under this article; and

  (2) Which does not affect the corporate existence of either corporation.

(z)

  (1) "Sign" means:

    (i) To execute or otherwise adopt a name, symbol, word, mark, or process; and

    (ii) With the present intent to authenticate or adopt a record or identify oneself.

  (2) "Sign" includes:

    (i) A manual signature;

    (ii) A facsimile signature;

    (iii) A conformed signature; and

    (iv) An electronic signature.

(aa) "Stated capital" means the amount of stated capital determined in accordance with Title 2, Subtitle 3 of this article.

(bb) "Stockholder" means a person who is a record holder of shares of stock in a corporation and includes a member of a corporation organized without stock.

(cc) "Stockholder rights plan" means an agreement or other instrument under which a corporation issues rights to its stockholders that:

  (1) May be exercised under specified circumstances to purchase stock or other securities of a corporation or any other person; and

  (2) May become void if owned by a designated person or classes of persons under specified circumstances.

(dd) "Successor" means:

  (1) A new corporation formed by consolidation;

  (2) A corporation or other entity surviving a merger;

  (3) A corporation acquiring stock in a share exchange; or

  (4) A vendee, lessee, or other transferee in a transfer of assets.

(ee) "Transfer assets", "transfer its assets", and "transfer of assets" mean to sell, lease, exchange, or otherwise transfer all or substantially all of the assets of a corporation.

#### Section 1-102

(a) Except as otherwise expressly provided by statute, the provisions of this article apply to every Maryland corporation and to all their corporate acts.

(b)

  (1) To the extent that rights conferred by a special act of the General Assembly are inconsistent with provisions of this article, the rights conferred by the special act govern.

  (2) Unless the special act provides otherwise, the provisions of this article which are of general applicability may be used as an alternative to any of these inconsistent provisions.

(c) The requirements of this article are in addition to and not in substitution of any other requirements of law relating to any particular corporation or class of corporation.

(d)

  (1) To the extent that any provision of the Code which relates to a specific class of corporations conflicts with a general provision of this article, the specific provision governs.

  (2) Any Maryland corporation that conducts its operations entirely outside the State may be formed and managed under the general provisions of this article without regard to the provisions relating to particular classes of corporations.

(e) The charter of every corporation formed before June 1, 1951, which is subject to repeal or modification, and the charter of every corporation formed under this article is subject to repeal or modification by public general law of the General Assembly.

#### Section 1-103

Titles 1 through 3 of this article may be cited as the Maryland General Corporation Law.

### Subtitle 2. Fees and Recording

#### Section 1-201

(a) The Department may not accept for record any charter document of a Maryland corporation which does not conform with law. However, any document which purports to be acknowledged may be treated by the Department as properly acknowledged.

(b)

  (1) If the Department does not accept a charter document for record, the Department shall notify the person who filed the document of the rejection and the reason for the rejection.

  (2) If a corrected charter document is refiled and accepted by the Department for record within 30 days after the Department's mailing of the notice of the rejection, the Department shall accept for record the corrected charter document as of the date the rejected charter document was originally filed.

(c) The Department may not accept for record or filing any charter document, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, organization and capitalization, and other special fees have been paid to the Department.

(d)

  (1) The Department may accept documents that are filed for record by electronic transmission.

  (2) Documents filed for record by electronic transmission are subject to the regular filing fees and expedited processing fees provided in Sec. 1-203 of this subtitle.

(e)

  (1) On payment of the regular processing fee and, if applicable, expedited processing fee provided in Sec. 1-203 of this subtitle, the Department may accept for preclearance any document or draft of any document listed in Sec. 1-203(b)(1) or (4) of this subtitle.

  (2) The Department may adopt regulations to administer the preclearance process.

#### Section 1-201.1

(a) A person may not cause to be recorded under this subtitle a governing document or charter document of an entity that the person knows:

  (1) Is not authorized by at least one individual whose name is included in the entity name; or

  (2) Does not otherwise conform to State law.

(b)

  (1) A person who believes that a governing document or charter document was recorded in violation of subsection (a) of this section may submit to the Department an affidavit stating the factual basis for the person's belief.

  (2) If the Department receives an affidavit from a person under paragraph (1) of this subsection, the Department shall send to the resident agent of the entity for which the governing document or charter document was filed for recordation a notice that:

    (i) Includes a copy of the governing document or charter document;

    (ii) Indicates the Department identification number associated with the entity;

    (iii) States the prohibition under subsection (a) of this section;

    (iv) States that the Department has reason to believe that the governing document or charter document has been filed for recordation in violation of subsection (a) of this section and describes the factual basis for that belief; and

    (v) Advises that the governing document or charter document may be voided by the Department unless, within 45 days after the notice is sent by the Department, the resident agent or other authorized person submits to the Department an affidavit that:

      (1) States the resident agent's or other authorized person's belief that the governing document or charter document does not violate subsection (a) of this section; and

      (2) Provides the factual basis for that belief.

  (3) The notice required under this subsection shall be sent by certified mail, return receipt requested, and by first-class mail, to the entity's resident agent at the address provided for the resident agent in the governing document or charter document.

(c)

  (1) The Department shall adopt by regulation and make available forms of the affidavits that must be used for the purposes described in subsection (b)(1) and (b)(2)(v) of this section.

  (2) The forms shall require that the affidavits be sworn under the penalties of perjury.

(d)

  (1) The Department may void a governing document or charter document after the expiration of the 45-day period specified in the notice required under subsection (b)(2)(v) of this section if the Department does not receive from the entity's resident agent or other authorized person an affidavit that:

    (i) States the resident agent's or other authorized person's belief that the governing document or charter document does not violate subsection (a) of this section; and

    (ii) Provides the factual basis for that belief.

  (2) If the Department voids a governing document or charter document under this subsection, the Department promptly shall send notice of the voiding to all persons who submitted affidavits in accordance with subsection (b)(1) of this section.

(e)

  (1) If the Department receives an affidavit in response to the notice sent by the Department under subsection (b)(2) of this section, the Department shall send a notice stating that the Department will take no further action unless a court of competent jurisdiction orders the Department to take further action.

  (2) The notice required under paragraph (1) of this subsection shall be sent in the same manner required for the notice sent under subsection (b)(2)(v) of this section to:

    (i) The person who filed the affidavit described in subsection (b)(1) of this section; and

    (ii) The entity's resident agent.

(f)

  (1) A person who disagrees with a determination made by the Department under subsection (e)(1) of this section may file a petition in the circuit court for the county in which the person resides or in which the resident agent is located, seeking a determination of the validity of the governing document or charter document.

  (2) The Department may not be joined as a party to a proceeding under this subsection.

  (3) If the court determines that the governing document or charter document was recorded in violation of subsection (a) of this section:

    (i) The court shall order that the recorded governing document or charter document be voided; and

    (ii) The prevailing party shall provide a copy of the order to the Department.

  (4) On receipt of a court order requiring voiding of a recorded governing document or charter document, the Department shall:

    (i) Void the governing document or charter document; and

    (ii) File a record indicating that the governing document or charter document was voided in accordance with a court order.

  (5) The court may award to the prevailing party in a proceeding under this subsection:

    (i) Damages sustained by the prevailing party; and

    (ii) Reasonable attorney's fees and costs.

(g) The Department may not:

  (1) Charge a fee to carry out its obligations under this section, including for the sending of any notices required under this section; or

  (2) Refund any fee paid for recording a governing document or charter document voided under this section.

(h) The Department may adopt regulations to carry out this section.

#### Section 1-201.2

(a)

  (1) In this section the following words have the meanings indicated.

  (2) "Address" means an address appearing on a governing document, charter, or other document filed for inclusion in the Department's records.

  (3) "Owner" means any person listed as an owner of real property in the Department's records.

(b) A person may not use or maintain an improper or outdated:

  (1) Principal office address;

  (2) Resident agent address; or

  (3) Mailing address.

(c)

  (1) An owner who believes that the owner's address is being used or maintained in violation of subsection (b) of this section may submit to the Department an affidavit stating the factual basis for that belief.

  (2) On receipt of an affidavit under paragraph (1) of this subsection, the Department shall send to the person using or maintaining the disputed address a notice that:

    (i) Includes any address in question;

    (ii) Indicates any Department identification number associated with the person;

    (iii) States the prohibition under subsection (b) of this section;

    (iv) States that the Department has reason to believe that the address is being used improperly or in an outdated manner and describes the factual basis for that belief; and

    (v) Advises that the address may be stricken from the Department's records unless, within 45 days after the notice was sent by the Department, the person submits to the Department an affidavit that:

      (1) States the person's belief that the address does not violate subsection (b) of this section; and

      (2) Provides the factual basis for that belief.

  (3)

    (i) An affidavit submitted under this subsection shall be sworn under penalty of perjury and made on a form adopted by the Department.

    (ii) The notice required under this subsection shall be sent by certified mail, return receipt requested, to the person at:

      (1) Any address in the Department's records other than the disputed address; or

      (2) In the absence of any other address, the disputed address.

(d) The Department may void an address and place an entity in not-in-good-standing status if the Department does not receive from the entity's resident agent or other authorized person an affidavit described under subsection (c)(2)(v) of this section within the stated 45-day period.

(e)

  (1) If the Department receives a completed affidavit that disputes the alleged fraud in response to the notice sent by the Department in accordance with subsection (c)(2)(v) of this section, the Department shall send a notice stating that the Department will take no further action unless ordered to do so by a court of competent jurisdiction.

  (2) The notice required under paragraph (1) of this subsection shall be sent by certified mail, return receipt requested, to:

    (i) The person who filed the affidavit described in subsection (c) of this section; and

    (ii) The entity's resident agent.

(f)

  (1) A person who disagrees with a determination made by the Department under subsection (d) of this section may file a petition in the circuit court for the county in which the person resides or in which the resident agent is located seeking a determination of the validity of the governing document, charter, or other document.

  (2) The Department may not be joined as a party to a proceeding under this subsection.

  (3) If the court determines that the address is being used in violation of this section:

    (i) The court shall order that the address be voided; and

    (ii) The prevailing party shall provide a copy of the order to the Department.

  (4) On receipt of a court order requiring the voiding of an address, the Department shall:

    (i) Void the address; and

    (ii) File a record indicating that the address was voided in accordance with a court order.

  (5) The court may award to the prevailing party in a proceeding under this subsection:

    (i) Damages sustained by the prevailing party; and

    (ii) Reasonable attorney's fees and costs.

(g) The Department may not:

  (1) Charge a fee to carry out its obligations under this section, including for the sending of any notices required under this section; or

  (2) Refund any fee paid for recording a document or entity voided under this section.

#### Section 1-202

When the Department accepts for record any charter document or any document designating or changing the name or address of a resident agent or principal office of a Maryland corporation, the Department shall:

(1) Endorse on the document its acceptance for record and the date and time of acceptance;

(2) Record promptly the document with its corporate records; and

(3) Send an acknowledgment to the corporation, its attorney, or its agent stating the date and time that the document was accepted for record.

#### Section 1-203

(a) In addition to any organization and capitalization fee required under Sec. 1-204 of this subtitle, subject to subsection (c) of this section, the Department shall collect the fees specified in subsection (b) of this section.

(b)

  (1) Except as provided in paragraph (10) of this subsection, for each of the following documents, the nonrefundable processing fee is $100:

  Document

  Articles of incorporation

  Articles of amendment

  Articles of extension

  Articles of restatement of charter

  Articles of amendment and restatement

  Articles supplementary

  Articles of share exchange

  Articles of consolidation or merger

  Articles of revival for stock corporation

  Articles of revival for nonstock corporation

  Articles of conversion

  Articles of validation

  (2) For each of the following documents, the nonrefundable processing fee is as indicated:

    (i) Notice of change of address of principal office..................$25

    (ii) Notice of change of name or address of resident agent............................................................................................................................$25, up to a maximum of $30,000 for a bulk filing

    (iii) Certificate of correction............................................$25

    (iv) Except as provided in paragraph (14) of this subsection, any other documents...........................................................................................$25

  (3)

    (i) For each of the following documents which are filed but not recorded, the nonrefundable processing fee is as indicated:

    Reservation of a corporate, limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association name.........................................................................................................$25

    Original registration of name of a foreign corporation to end of calendar year........................................................................................................$100

    Renewal of registration of name of a foreign corporation for 1 calendar year........................................................................................................$100

    Documents in connection with the qualification of a foreign corporation to do intrastate business in this State...................................................................$100

    Application for registration of a foreign limited partnership, a foreign limited liability partnership, or a foreign limited liability company...............................$100

    Other documents.................................................................................$6

    (ii) Except as provided in paragraph (13) of this subsection, for each of the following documents which are filed but not recorded, the filing fee is as indicated:

    Annual report of a Maryland corporation, except a charitable or benevolent institution, nonstock corporation, savings and loan corporation, credit union, family farm, and banking institution.....................................................................$300

    Annual report of a foreign corporation subject to the jurisdiction of this State, except a national banking association, savings and loan association, credit union, nonstock corporation, and charitable and benevolent institution.......................$300

    Annual report of a Maryland savings and loan association, banking institution, or credit union or of a foreign savings and loan association, national banking association, or credit union that is subject to the jurisdiction of this State............$300

    Annual report of a Maryland limited liability company, limited liability partnership, limited partnership, or limited worker cooperative association, or of a foreign limited liability company, foreign limited liability partnership, or foreign limited partnership, except a family farm.....................................................$300

    Annual report of a business trust........................................................$300

    Annual report of a real estate investment trust or foreign statutory trust doing business in this State.................................................................................$300

    Annual report of a family farm............................................................$100

  (4) For each of the following documents recorded or filed the nonrefundable processing fee is $100:

    (i) Certificate of limited partnership, certificate of limited liability partnership, articles of organization of a limited liability company, articles of organization of a limited worker cooperative association, certificate of trust of a business trust, including certificates of amendment, certificates of reinstatement, and articles of reinstatement; and

    (ii) Any statement filed by a partnership under Title 9A of this article.

  (5) For issuing each of the following certificates, the nonrefundable processing fee is as indicated:

  Type of Instrument                                                                                  Special Fee

  Certificate of status of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association of this State or of a foreign corporation, foreign partnership, foreign limited partnership, foreign limited liability partnership, or foreign limited liability company..................................................................................................................$20

  Certified list of the charter papers of a corporation of this State or any certificates of a limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association of this State recorded or filed with the Department..........................................................................................$20

  Certificate of compliance by a foreign corporation, foreign limited partnership, foreign limited liability partnership, or foreign limited liability company with requirements of law in respect of qualification or registration............................$20

  Certificate of withdrawal of registration or qualification...........................$20

  Certificate of any paper recorded or filed in the Department's office............$20

  (6) For a duplicate of a certificate mentioned in paragraph (5) of this subsection which is issued at the same time as the original, the fee is $1, and for a nonelectronic copy of any other paper recorded or filed with the Department, the fee is $1 per page.

  (7)

    (i) For acceptance of service of process or notice on the Department, the Department shall charge a fee of $50.

    (ii) Each county and Baltimore City is exempt from the fee under subparagraph (i) of this paragraph.

  (8) Subject to Sec. 1-203.2(c) of this subtitle, for processing each of the following documents on an expedited basis, the additional fee is as indicated:

  Recording any document, including financing statements, or submitting for preclearance any document listed in paragraph (1) or (4) of this subsection, if processing under Sec. 1-203.2(b)(1) of this subtitle is requested..................................$425

  Recording any document, including financing statements, or submitting for preclearance any document listed in paragraph (1) or (4) of this subsection, if processing under Sec. 1-203.2(b)(1) of this subtitle is not requested.........................$50

  Certificate of status of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association, or a name reservation.................................................................$20

  Certified list of the charter documents of a Maryland corporation or any certificate of a Maryland limited partnership, limited liability partnership, limited liability company, or limited worker cooperative association recorded or filed with the Department..................................................................................................................$20

  A copy of any document recorded or filed with the Department, or a corporate abstract..................................................................................................................$20

  Application for a ground rent redemption or a ground rent extinguishment, or payment of a redemption or extinguishment amount to the former owner of the ground rent.............................................................................................................$50

  (9) A nonrefundable processing fee for a request by paper document for an extension of the date for submitting an annual report under Sec. 14-704 of the Tax - Property Article is $20.

  (10) A nonrefundable processing fee for articles of incorporation of a nonstock corporation that is organized to operate as a nonprofit entity under Sec. 501(c)(3), (4), or (6) of the Internal Revenue Code is $150.

  (11) A fee for the nonpayment of a check or other negotiable instrument that was presented to the Department as payment for any of the other fees imposed under this section is $30.

  (12) A nonrefundable processing fee for preclearance of a document or draft of a document listed in paragraph (1) or (4) of this subsection is $275.

  (13) Beginning in fiscal year 2022, the Department shall waive the filing fee for a business entity described under paragraph (3)(ii) of this subsection for each year that the entity provides evidence to the Department that:

    (i) The entity is required to comply with and is in compliance with Title 12 of the Labor and Employment Article; or

    (ii) The entity otherwise provides an employer-offered savings arrangement, as defined in Sec. 12-101(e) of the Labor and Employment Article, that is in compliance with federal law.

  (14) Beginning in fiscal year 2027, the Department shall waive the filing fee for a business entity described under paragraph (3)(ii) of this subsection for each year that the entity provides evidence to the Department that the entity:

    (i) Has located within a Regional Institution Strategic Enterprise zone that is designated under Title 10, Subtitle 1 of the Economic Development Article within 3 years of the date by which the filing fee is due; and

    (ii) Is in an eligible technology sector described under Sec. 10-151 of the Economic Development Article.

  (15) There is no processing fee for documents filed to dissolve, cancel, or terminate an entity under this subsection.

(c) For each fee identified under subsection (b) of this section as nonrefundable, the Department shall adopt regulations to specify the conditions under which the fee shall be nonrefundable and the conditions under which the fee may be applied to a resubmission of a document for filing, recording, or processing.

(d) The fees collected under subsection (b)(8) and (12) of this section shall be credited to the fund established under Sec. 1-203.3 of this subtitle.

(e) Of the $150 collected under subsection (b)(10) of this section, $50 shall be credited to the Maryland Nonprofit Development Center Program Fund established under Sec. 5-1204 of the Economic Development Article.

#### Section 1-203.1

(a) With the exception of the recording fee to be paid when the Department accepts articles of incorporation for record, a volunteer fire company or volunteer rescue squad incorporated in this State is not subject to any of the recording, filing, or special fees enumerated in Sec. 1-203 of this subtitle.

(b) A qualified business entity that is a new business entity in a Tier I area, as defined under the More Jobs for Marylanders Program established under Title 6, Subtitle 8 of the Economic Development Article, is not subject to the fees enumerated in Sec. 1-203 of this subtitle if the qualified business entity received a certificate under Sec. 6-805 of the Economic Development Article before June 1, 2022.

#### Section 1-203.2

(a) On payment of the fee provided in Sec. 1-203(b)(8) of this subtitle, the Department shall process documents on an expedited basis as provided in subsection (b) of this section.

(b) Subject to subsection (c) of this section, the Department shall:

  (1) Process documents filed with the Department at least 2 hours before the Department's close of business within 2 hours after the documents are received; and

  (2) To the extent practicable, process all other documents on the same day that the documents are received.

(c)

  (1) The Department shall adopt regulations governing the manner of filing and processing of documents on an expedited basis, including reasonable limitations on filing documents of unusual volume or length.

  (2) The Department may:

    (i) Adopt regulations establishing:

      (1) Expedited document processing tiers; or

      (2) Additional methods of expedited document processing; and

    (ii) Charge reasonable fees for services provided in accordance with this paragraph.

#### Section 1-203.3

(a) There is a continuing, nonlapsing fund that is not subject to Sec. 7-302 of the State Finance and Procurement Article.

(b)

  (1) Subject to the appropriation process in the State budget, the Department shall use the fund:

    (i) For the costs of reviewing, processing, and auditing documents filed or requested under this article or other articles of the Code;

    (ii) To pay redemption or extinguishment amounts to former owners of ground rents redeemed or extinguished in accordance with Sec. 8-804 of the Real Property Article; and

    (iii) Subject to paragraph (2) of this subsection, for other costs incurred by the Department to administer the provisions of this article.

  (2) Except as provided in paragraph (3) of this subsection, for fiscal year 2015 and each fiscal year thereafter, the Department may not use the fund to pay more than 15% of the administrative expenses of the Office of the Director of the Department.

  (3) For fiscal years 2026 and 2027 only, up to $11,000,000 of the fund may be used each year for general operating costs by the Department.

(c) The State Treasurer shall hold and the State Comptroller shall account for the fund.

(d) The fund shall be invested and reinvested in the same manner as other State funds.

(e) Investment earnings shall accrue to the benefit of the fund.

#### Section 1-204

(a)

  (1) In this section the following words have the meanings indicated.

  (2) "Aggregate par value of capital stock" means the sum of the total par value of all classes of stock.

  (3) "Corporation" includes a joint stock company.

  (4) "Total par value of a class of capital stock" means:

    (i) For a class of capital stock having par value, the par value per share of stock in the class times the number of authorized shares in the class; or

    (ii) For a class of capital stock not having par value, $20 times the number of authorized shares in the class.

(b) There is an organization and capitalization fee imposed on:

  (1) The aggregate par value of capital stock of a Maryland corporation that incorporates;

  (2) An increase of the aggregate par value of capital stock of a Maryland corporation;

  (3) A consolidation of corporations that results in a Maryland successor corporation that has an aggregate par value of capital stock that exceeds the aggregate par value of the consolidating corporations;

  (4) A merger of corporations if the successor corporation has an aggregate par value that exceeds the aggregate par value of capital stock of the merging corporations; or

  (5) The incorporation of:

    (i) A Maryland corporation that does not have any capital stock;

    (ii) A savings and loan association; or

    (iii) A credit union.

(c)

  (1) Except as otherwise provided in this section, the organization and capitalization fee is as provided in the following schedule:

  Aggregate Par Value of Capital Stock        Fee

  Not over $100,000                    $20

  Over $100,000 but not over $1,000,000        $20, plus $1 for each $5,000 or

  fractional part of $5,000 that

  exceeds $100,000

  Over $1,000,000 but not over $2,000,000    $200, plus $10 for each $100,000

  or fractional part of $100,000

  that exceeds $1,000,000

  Over $2,000,000 but not over $5,000,000    $300, plus $15 for each $500,000

  or fractional part of $500,000

  that exceeds $2,000,000

  Over $5,000,000                    $390, plus $20 for each

  $1,000,000 or fractional part of

  $1,000,000 that exceeds

  $5,000,000

  (2) The organization and capitalization fee is $20 for the incorporation of:

    (i) A Maryland corporation that does not have any capital stock;

    (ii) A savings and loan association; or

    (iii) A credit union.

(d)

  (1) Except as otherwise provided in this subsection, the organization and capitalization fee for an increase in aggregate par value of capital stock is the fee computed on the aggregate par value including the proposed increase less the fee computed on the aggregate par value excluding the proposed increase.

  (2) Except as provided in paragraph (3) of this subsection, the organization and capitalization fee on an increase in aggregate par value of capital stock of a railroad corporation that is incorporated under the laws of this State and any other state is computed by multiplying the fee computed under paragraph (1) of this subsection by the proportion of the total track mileage of the railroad corporation in this State to the total track mileage of the railroad corporation.

  (3) The minimum organization and capitalization fee on an increase in aggregate par value is $20.

(e)

  (1) Except as otherwise provided in this subsection, the organization and capitalization fee for the consolidation of existing corporations to form a Maryland successor corporation is the fee computed on the aggregate par value of capital stock of the successor corporation less the fee computed on the combined aggregate par value of capital stock of the consolidating corporations.

  (2) If there is an increase in the aggregate par value as computed under paragraph (1) of this subsection, the minimum organization and capitalization fee due on a consolidation is $20.

(f)

  (1) Except as otherwise provided in this subsection, the organization and capitalization fee for the merger of existing corporations is the fee computed on the aggregate par value of capital stock of the successor corporation less the fee computed on the combined aggregate par value of capital stock of the merging corporations.

  (2) If there is an increase in the aggregate par value as computed under paragraph (1) of this subsection, the minimum organization and capitalization fee due on a merger is $20.

(g) The organization and capitalization fee required by this section shall be paid to the Department before the Department may accept for record any charter document that requires an organization and capitalization fee.

(h) The Department shall give the Comptroller a monthly account of the organization and capitalization fees that the Department receives.

(i) The Department shall pay any organization and capitalization fees collected under this title into the General Fund of this State.

#### Section 1-205

The Department may refuse to accept for record or filing any charter document of a Maryland corporation, unless the original or a certified copy of all prior charter documents not previously recorded or filed are delivered to the Department for record, together with any affidavit or certificate of completeness required by the Department.

#### Section 1-206

(a) Unless otherwise provided in this article, all charter documents are effective when accepted for recording or filing by the Department.

(b) Except in a proceeding by the State for the forfeiture of a charter or in a proceeding by the State or any of its political subdivisions for the enforcement of any other right or remedy, the acceptance for record or filing of any charter document by the Department is conclusive evidence of the payment of all recording, filing, and special fees and of all bonus and other taxes payable by law.

(c) A certified copy of the articles of incorporation, certificate of incorporation, or other instrument by which a corporation was formed, from the records of the Department or the Secretary of State, is evidence of the existence of the corporation and of its right to exercise the powers mentioned in the document. A certified copy of any other charter document from these records is evidence of the facts and corporate action required to be stated in the document.

#### Section 1-207

(a) If any charter document or other corporate document filed with the Department under Titles 1 through 5 or Title 8 of this article contains any typographical error, error of transcription, or other error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.

(b) A certificate of correction shall set forth:

  (1) The title of the document being corrected;

  (2) The name of each party to the document being corrected;

  (3) The date that the document being corrected was filed; and

  (4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.

(c) A certificate of correction may not:

  (1) Alter the wording of any resolution which was adopted by the board of directors, the board of trustees, the stockholders, or the shareholders of a party to the document being corrected; or

  (2) Make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.

(d)

  (1) Except as provided in paragraph (2) of this subsection, a certificate of correction shall be executed in the same manner in which the document being corrected is required to be executed at the time of the filing of the certificate of correction.

  (2) A certificate of correction to articles of incorporation shall be executed by the incorporator or in the manner provided in Sec. 1-301 of this title.

(e) A certificate of correction may not:

  (1) Change the effective date of the document being corrected; or

  (2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.

#### Section 1-207.1

(a) A corporation may file a certificate of notice for record with the Department.

(b) A certificate of notice may describe:

  (1) An action by the corporation, its board of directors, or its stockholders;

  (2) The occurrence of or change to facts ascertainable outside of the charter, as defined in Sec. 2-105(b) of this article;

  (3) The expiration of the period of existence of the corporation in accordance with Sec. 3-519 of this article; or

  (4) Any other information that the corporation determines should be disclosed.

(c) A certificate of notice may not:

  (1) Amend, supplement, or correct the charter of the corporation in any manner; or

  (2) Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.

(d) A certificate of notice is not a part of the charter of a corporation.

(e) A director of a corporation is not required to authorize or direct the filing of a certificate of notice.

(f) A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.

(g) A certificate of notice shall be executed in the manner required for charter documents by Sec. 1-301 of this title.

#### Section 1-208

(a) Notwithstanding any other provision of this title, an entity that is required to have a resident agent may not designate a person as a resident agent without first obtaining the person's written consent.

(b)

  (1)

    (i) Unless waived by the Department, an entity shall file a resident agent's written consent with the Department.

    (ii) The consent shall be effective on acceptance by the Department.

  (2)

    (i) If the filing of a resident agent's written consent is waived by the Department, an entity shall:

      (1) Certify to the Department that the written consent of the resident agent has been obtained;

      (2) Maintain a copy of the written consent in its records; and

      (3) Provide a copy of the written consent to the Department on request.

    (ii) The consent shall be effective on certification to the Department that the consent has been obtained.

(c) Subsections (a) and (b) of this section do not apply to resident agents designated before October 1, 1998.

(d) A person designated a resident agent may resign without paying the fee under Sec. 1-203(b)(2) of this subtitle.

#### Section 1-209

(a) In this section, "family farm" means an entity that:

  (1) Is a domestic entity;

  (2)

    (i)

      (1) Owns, or within 1 year after filing articles of incorporation, articles of organization, or a certificate of partnership, will own or take control of property that qualifies for agricultural use assessment under Sec. 8-209 of the Tax - Property Article; and

      (2) Owns only agriculturally or residentially assessed real property and personal property that is used for agricultural purposes; or

    (ii) Owns only personal property that is used for agricultural or agricultural marketing purposes;

  (3) Is controlled, managed, and operated by:

    (i) One individual who has an equity interest in the entity; or

    (ii) Two or more individuals who have an equity interest in the entity and who share its assets and earnings;

  (4) Is declared in a charter provision to be a family farm; and

  (5) Has no assets other than those described in item (2) of this subsection.

(b) Within 1 year after selling all of the property described in subsection (a)(2) of this section, an individual shall file a charter amendment stating that the entity is no longer a family farm.

### Subtitle 3. Execution of Documents

#### Section 1-301

(a) Articles supplementary and articles of amendment, restatement, amendment and restatement, consolidation, merger, share exchange, conversion, extension, and validation and, except as provided in Sec. 3-406(b) of this article, articles of dissolution shall be executed as follows:

  (1) They shall be signed and acknowledged for each corporation, statutory trust, or real estate investment trust party to the articles, by its chairman or vice chairman of the board of directors or board of trustees, by its chief executive officer, chief operating officer, chief financial officer, president, or one of its vice presidents, or, if authorized by the bylaws or resolution of the board of directors or board of trustees, by any other officer or agent of the corporation, statutory trust, or real estate investment trust;

  (2) They shall be witnessed or attested by the secretary, treasurer, chief financial officer, assistant treasurer, or assistant secretary of each corporation, statutory trust, or real estate investment trust party to the articles, or, if authorized by the bylaws or resolution of the board of directors or board of trustees, by any other officer or agent of the corporation, statutory trust, or real estate investment trust;

  (3) They shall be signed and acknowledged for each other entity party to the articles by a person authorized to act for the entity by law or by the governing document; and

  (4) The matters and facts set forth in the articles with respect to authorization and approval shall be verified under oath as follows:

    (i) With respect to any Maryland corporation, statutory trust, or real estate investment trust party to the articles, by the chairman or the secretary of the meeting at which the articles or transaction were approved, by the chairman or vice chairman of the board of directors or board of trustees, by the chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, or assistant secretary of the corporation, statutory trust, or real estate investment trust, or, if authorized in accordance with item (1) of this subsection, by any other officer or agent of the corporation, statutory trust, or real estate investment trust;

    (ii) With respect to any foreign corporation party to articles of consolidation, merger, or share exchange, by the chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, or assistant secretary of the corporation; and

    (iii) With respect to any other Maryland or foreign entity party to the articles, by a person authorized by law or by the governing document to act for the entity.

(b) All other instruments required to be filed with the Department may be signed:

  (1) By the chairman or vice chairman of the board of directors, the chief executive officer, chief operating officer, president, or any vice president and witnessed or attested by the secretary or any assistant secretary, or by any other officer or agent of the corporation who is authorized by the bylaws or resolution of the board of directors to perform the duties usually performed by the secretary;

  (2) If it appears from the instrument that there are no such officers, by a majority of the directors or by such directors as may be designated by the board and the instrument so states; or

  (3) If it appears from the instrument that there are no officers or directors, by the holders of a majority of outstanding stock.

#### Section 1-302

(a) Any requirement in this article that a document be acknowledged or verified under oath is satisfied if the document or a signed certificate attached to and made a part of it contains a statement to the effect:

  (1) Either:

    (i) That the individual signing the document acknowledges it to be his act; or

    (ii) If signed for a corporation or other entity, that the individual signing the document acknowledges it to be the act of that entity;

  (2) In the case of articles of incorporation, that the incorporator acknowledges the articles to be his act; and

  (3) As to all other matters or facts required to be verified under oath, that, to the best of the knowledge, information, and belief of the individual signing the document, these matters and facts are true in all material respects, and that the statement is made under the penalties for perjury.

(b) If the procedures provided in this section are used:

  (1) The statement of acknowledgment has the same legal effect as an acknowledgment made before a person authorized to take acknowledgments; and

  (2) The person making a statement required to be verified under oath is subject to the penalties for perjury to the same extent as if the statement had been verified under oath.

#### Section 1-303

(a) A corporation may acknowledge by its appointed attorney any document required by law to be acknowledged, and the appointment may be in the document.

(b) The document may be acknowledged by the president or a vice president of the corporation without any appointment.

#### Section 1-304

(a) If any corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law of this State relating to a corporate seal to place the word "(seal)" adjacent to the signature of the person authorized to sign the document on behalf of the corporation.

(b) If a Maryland corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to place the word "(seal)" adjacent to the signature of the person authorized to sign the document on behalf of the corporation.

### Subtitle 4. Miscellaneous

#### Section 1-401

(a) Service of process on the resident agent of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust, or any other person constitutes effective service of process under the Maryland Rules on the corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust, or other person in any action, suit, or proceeding which is pending, filed, or instituted against it under the provisions of this article.

(b)

  (1) Any notice required by law to be served by personal service on a resident agent or other agent or officer of any Maryland or foreign corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust required by statute to have a resident agent in this State may be served on the corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust in the manner provided by the Maryland Rules relating to the service of process on corporations.

  (2) Service under the Maryland Rules is equivalent to personal service on a resident agent or other agent or officer of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust mentioned in paragraph (1) of this subsection.

#### Section 1-402

A determination required or permitted to be made under any provision of this article relating to stated capital, surplus, capital surplus, earned surplus, or any other account or matter relating to the financial position or results of operations of a Maryland corporation is prima facie proper and in accordance with this article if:

(1) Specific provisions of this article do not require otherwise; and

(2) It is made in good faith in accordance with generally accepted accounting practices and principles.

#### Section 1-403

(a) Unless a lack of power or capacity is asserted in a proceeding described in this section, an act of a corporation or a transfer of real or personal property by or to the corporation is not invalid or unenforceable solely because the corporation lacked the power or capacity to take the action.

(b)

  (1) Lack of corporate power or capacity may be asserted by a stockholder in a proceeding to enjoin the corporation from doing an act or from transferring or acquiring real or personal property.

  (2) If the act or transfer sought to be enjoined is based on a contract to which the corporation is a party and if all parties to the contract are parties to the proceeding, the court may set the contract aside and enjoin its performance.

  (3) The court may award compensatory damages to any party to the contract who suffers a loss because of the action of the court. However, the court may not award compensatory damages for loss of anticipated profits to be derived from performance of the contract.

(c) Lack of corporate power or capacity may be asserted by the corporation in a suit brought in its name by the corporation or its receiver, trustee, other legal representative, or in a representative suit brought by a stockholder against its present or former officers or directors.

(d) Lack of corporate power or capacity may be asserted by the Attorney General in a proceeding for the forfeiture of the charter of the corporation or to enjoin it from transacting unauthorized business.

#### Section 1-404

(a) Any person who owns, operates, or directs an unincorporated organization, firm, association, or other entity which includes in its name the word "corporation", "incorporated", or, except as provided in subsection (b) of this section, "limited" or an abbreviation of any of these words or which holds itself out to the public as a corporation is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $500.

(b) This section does not prohibit:

  (1) A limited partnership from using the term "limited partnership" in its name;

  (2) A limited liability company from using the terms "limited liability company" or "L.L.C." in its name; or

  (3) A limited liability partnership from using the terms "limited liability partnership" or "L.L.P." in its name.

#### Section 1-405

(a) In this section, "organized crime" means any combination or conspiracy:

  (1) To engage in criminal activity as a significant source of income or livelihood; or

  (2) To violate, aid, or abet the violation of criminal laws relating to prostitution, gambling, loan sharking, drug abuse, illegal drug distribution, counterfeiting, extortion, or corruption of law-enforcement officers or other public officers or employees.

(b) The Attorney General may institute a civil proceeding in the courts to forfeit the charter of any Maryland corporation and to revoke the authority of any foreign corporation to do business in this State, if:

  (1)

    (i) A corporate officer or any person controlling the management or operation of the corporation, with the knowledge of the president and a majority of the board of directors or under circumstances where the president and a majority of the directors should have knowledge, is a person engaged in organized crime or connected directly or indirectly with an organization or criminal society engaged in organized crime; or

    (ii) A director, officer, employee, agent, or stockholder acting for, through, or on behalf of a corporation in conducting its affairs purposely engages in a persistent course of organized crime or other criminal conduct with the knowledge of the president and a majority of the board of directors or under circumstances where the president and a majority of the directors should have knowledge, with the intent to compel or induce any person to deal with the corporation or to engage in organized crime; and

  (2) For the prevention of future illegal conduct of the same character, the public interest requires the charter of the corporation to be forfeited and the corporation to be dissolved or the authorization to be revoked.

(c) The Attorney General may institute a civil proceeding in the courts to enjoin the operation of any business other than a corporation, including a partnership, limited partnership, unincorporated association, joint venture, or sole proprietorship, if:

  (1) Any person in control of the business, who may be a partner in a partnership, a participant in a joint venture, the owner of a sole proprietorship, an employee or agent of any of these businesses, or a person who, in fact, exercises control over the operations of the business in conducting its business affairs, purposely engages in a persistent course of organized crime or other illegal conduct with the intent to compel or induce any person to deal with the business or engage in organized crime; and

  (2) For the prevention of future illegal conduct of the same character, the public interest requires the operation of the business to be enjoined.

(d)

  (1) The proceeding authorized by subsection (b) of this section may be instituted against a corporation in any county in which it is doing business. The proceeding shall be in addition to any other proceeding authorized by law for the purpose of forfeiting the charter of a corporation or revoking the authorization of a foreign corporation to do business in this State.

  (2) The proceeding authorized by subsection (c) of this section may be instituted in any county in which the noncorporate entity is doing business.

#### Section 1-406

(a) Any person engaged in any mercantile, trading, or manufacturing business as an agent or doing business or trading under any designation, title, or name other than the person's own name, prior to commencing operation of the business, shall file with the Department a certificate:

  (1) In writing;

  (2) Affirmed or acknowledged under oath; and

  (3) Disclosing:

    (i) The true and correct names and addresses of the principal or owner of the business;

    (ii) The character and location of the business;

    (iii) The name, title, or designation under which the business is conducted; and

    (iv) The identification number assigned by the Department for the associated business.

(b) The name, title, or designation under which a business is conducted shall be recorded with the Department as provided in Subtitle 5 of this title.

(c) The information required in subsection (a) of this section shall be filed in the manner that the Department requires by regulation.

(d)

  (1) The Department of Assessments and Taxation shall maintain a public record, to be known as the "agency record".

  (2) The agency record shall record all certificates filed in accordance with this section, and the certificates shall be properly indexed.

(e) The Department of Assessments and Taxation shall charge and receive a fee of:

  (1) $25 for recording the certificates under this section; and

  (2) $25 for each amendment, cancellation, or renewal of a certificate.

(f)

  (1) A certificate filed under this section is effective for a period of 5 years from the date the certificate is filed.

  (2) Every 5 years following the year in which a certificate is filed or renewed, a person who has filed or renewed a certificate under this section may renew the certificate by filing, within 6 months before the end of the 5-year period, an application for renewal in the manner that the Department requires by regulation.

  (3) A renewal application extends the certificate for 5 years from the end of the previous 5-year period.

(g) This section does not apply to any person who has filed a certificate similar to the certificate required under this section with the Department of Assessments and Taxation before July 1, 1991.

(h) A person that willfully and knowingly executes and files a false certificate under subsection (a) of this section is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000 or imprisonment not exceeding 1 year or both.

### Subtitle 5. Entity Names

#### Section 1-501

In this subtitle, "entity" includes:

(1) A corporation;

(2) A limited liability company;

(3) A limited liability partnership;

(4) A limited partnership;

(5) A limited liability limited partnership;

(6) A professional corporation;

(7) A trade name filer; and

(8) A business trust.

#### Section 1-502

(a)

  (1) The name of a corporation must include one of the following words or an abbreviation of one of the following words:

    (i) "Company", if it is not preceded by the word "and" or a symbol for the word "and";

    (ii) "Corporation";

    (iii) "Incorporated"; or

    (iv) "Limited".

  (2) If a corporation is a benefit corporation, the name of the benefit corporation must include:

    (i) The words "benefit corporation";

    (ii) "Benefit Corp.";

    (iii) The words "benefit company", if not preceded by the word "and" or a symbol for the word "and"; or

    (iv) "Benefit Co.", if not preceded by the word "and" or a symbol for the word "and".

(b)

  (1) The name of a limited liability company must include:

    (i) The words "limited liability company";

    (ii) "L.L.C.";

    (iii) "LLC";

    (iv) "L.C."; or

    (v) "LC".

  (2) If a limited liability company is a benefit limited liability company, the name of the benefit limited liability company must include:

    (i) The words "benefit limited liability company";

    (ii) "Benefit L.L.C.";

    (iii) "Benefit LLC";

    (iv) "Benefit L.C."; or

    (v) "Benefit LC".

(c) The name of a limited liability partnership must include:

  (1) The words "limited liability partnership";

  (2) "L.L.P."; or

  (3) "LLP".

(d) The name of a limited partnership must include:

  (1) The words "limited partnership";

  (2) "L.P."; or

  (3) "LP".

(e) The name of a limited liability limited partnership must include:

  (1) The words "limited liability limited partnership";

  (2) "L.L.L.P."; or

  (3) "LLLP".

(f)

  (1) The corporate name of a professional corporation must include:

    (i) The word "chartered";

    (ii) The abbreviation "chtd.";

    (iii) The words "professional association";

    (iv) The abbreviation "P.A.";

    (v) The words "professional corporation"; or

    (vi) The abbreviation "P.C.".

  (2) A professional corporation need not use any word specified under paragraph (1) of this subsection if:

    (i) The corporation has registered the name to be used in the manner provided in Sec. 1-406 of this title; and

    (ii) The name is the same as its corporate name except for the allowable omissions.

#### Section 1-503

(a) An entity name may not contain language stating or implying that the entity is organized for a purpose other than that allowed by the entity's:

  (1) Articles of incorporation, if the entity is a corporation;

  (2) Articles of organization, if the entity is a limited liability company;

  (3) Certificate of limited liability partnership, if the entity is a limited liability partnership;

  (4) Certificate of limited partnership, if the entity is a limited partnership; or

  (5) Articles of incorporation, if the entity is a professional corporation.

(b) The name of a limited partnership may not contain the name of a limited partner unless:

  (1) It is also the name of a general partner; or

  (2) The business of the limited partnership had been carried on under the name before the admission of that limited partner.

(c) Except for words specified in Sec. 1-502(f) of this subtitle, the name of a professional corporation may not use any other word, abbreviation, affix, or prefix that indicates it is a corporation.

#### Section 1-504

An entity name must be distinguishable upon the records of the Department from:

(1) The entity name of an entity organized or authorized to transact business in the State;

(2) An entity name reserved or registered under this subtitle; and

(3) The disclosed assumed name adopted by a foreign entity authorized to transact business in this State.

#### Section 1-505

(a)

  (1) A person may reserve the exclusive use of an entity name, including a disclosed assumed name for a foreign entity whose entity name is not available, by delivering an application to the Department for filing.

  (2) The application must set forth the name and address of the applicant and the entity name proposed to be reserved.

  (3) If the Department finds that the entity name applied for is available, the Department shall reserve the name for the applicant's exclusive use for a 30-day period.

(b)

  (1) The owner of a reserved entity name may transfer the reservation to another person by delivering to the Department a signed notice of the transfer that states the name and address of the transferee.

  (2) The transferee under this subsection:

    (i) Has the exclusive use of the reserved entity name for a 30-day period starting from the date of the owner's signed notice of the transfer provided under paragraph (1) of this subsection; and

    (ii) May not transfer the reserved entity name to another person.

#### Section 1-506

(a) A foreign entity may register its entity name or its entity name with any changes required by Sec. 1-502 or Sec. 1-503 of this subtitle, if the name is distinguishable upon the records of the Department as provided in Sec. 1-504 of this subtitle.

(b) A foreign entity shall register its entity name by delivering to the Department for filing an application setting forth its entity name, or its entity name with any changes required by Sec. 1-502 or Sec. 1-503 of this subtitle, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application.

(d)

  (1) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Department for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year.

  (2) The renewal application when filed renews the registration for the following calendar year.

#### Section 1-507

An entity name that was recorded, registered, or reserved prior to October 1, 1998, may continue to be used even if the name does not comply with the requirements of this subtitle.

#### Section 1-508

The Department may adopt regulations necessary to implement this subtitle.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)