# Corporations and Associations (GCA) ## Title 1. General Provisions ### 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. --- Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)