Subject to the Maryland Constitution: The laws of the jurisdiction under which a foreign statutory trust is formed govern its organization, internal affairs, and the liability of its trustees; and A foreign statutory trust may not be denied registration by reason of any difference between the laws under which the foreign statutory trust is formed and the laws of this State. A foreign statutory trust may not do any kind of intrastate, interstate, or foreign business in this State which the laws of this State prohibit a domestic statutory trust from doing.

Before doing any interstate, intrastate, or foreign business in this State, a foreign statutory trust shall register with the Department. To register, a foreign statutory trust shall submit to the Department an application for registration as a foreign statutory trust executed by an authorized person and setting forth: The name of the foreign statutory trust and, if different, the name under which it proposes to register and do business in this State; The jurisdiction under the laws of which it was formed and the date of its formation; The general character of the business it proposes to transact in this State; The name and address of its resident agent in this State; A statement that the Department is appointed as the resident agent of the foreign statutory trust if no resident agent has been designated under item (4) of this subsection or, if a resident agent has been designated, the resident agent’s authority has been revoked or the resident agent cannot be found or served with the exercise of reasonable diligence; and The address of the office required to be maintained in the jurisdiction of its formation by the laws of that jurisdiction or, if not so required, of the principal office of the foreign statutory trust.

A foreign statutory trust may register with the Department under any name, whether or not it is the name under which it is registered in its jurisdiction of formation, as provided under Title 1, Subtitle 5 of this article.

If any statement in the application for registration of a foreign statutory trust is false when made or any arrangements or other facts described have changed making the application inaccurate in any respect, a foreign statutory trust shall promptly file with the Department a certificate, executed by an authorized person, correcting the statement.

A foreign statutory trust may cancel its registration by filing with the Department a certificate of cancellation executed by an authorized person. The filing of a certificate of cancellation does not terminate the authority of the Department to accept service of process on the foreign statutory trust with respect to causes of action arising out of doing business in this State.

If a foreign statutory trust is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign statutory trust and any person claiming under it may not maintain suit in any court in this State, unless the statutory trust shows to the satisfaction of the court that: The foreign statutory trust or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and The foreign statutory trust or a foreign statutory trust successor to it has complied with the requirements of this title; or The foreign statutory trust and any foreign statutory trust successor to it are no longer doing intrastate, interstate, or foreign business in this State. The failure of a foreign statutory trust to register in this State does not: Impair the validity of a contract or act of the foreign statutory trust; or Prevent the foreign statutory trust from defending any action, suit, or proceeding in a court of this State. A foreign statutory trust, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State. If a foreign statutory trust does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the foreign statutory trust. The penalty under this subsection shall be collected and may be reduced or abated under § 14–704 of the Tax – Property Article. A trustee or an agent who transacts intrastate, interstate, or foreign business in this State on behalf of a foreign business trust that has not registered with the Department is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.

The Attorney General may bring an action to restrain a foreign statutory trust from doing business in this State in violation of this subtitle.

In addition to any other activities which may not constitute doing business in this State, for the purposes of this subtitle, the following activities of a foreign statutory trust do not constitute doing business in this State: Maintaining, defending, or settling an action, a suit, a claim, a dispute, or an administrative or arbitration proceeding; Holding meetings of its trustees or agents or carrying on other activities that relate to its internal affairs; Maintaining bank accounts; Conducting an isolated transaction not in the course of a number of similar transactions; Foreclosing mortgages and deeds of trust on property in this State; As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise; Holding, protecting, renting, maintaining, and operating property in this State acquired as described in item (6) of this subsection; or Selling or transferring title to property in this State acquired as described in item (6) of this subsection to any person, including the Federal Housing Administration or the Veterans Administration. In addition to any other activities which may constitute doing business in this State, for the purposes of this subtitle, a foreign statutory trust that owns income producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, shall be considered to be doing business in this State.

By doing intrastate, interstate, or foreign business in this State, a foreign statutory trust assents to the laws of this State.

With respect to a cause of action as to which a foreign statutory trust would not otherwise be subject to suit in this State, compliance with this subtitle: Does not of itself render a foreign statutory trust subject to suit in this State; and Is not considered as consent by it to be sued in this State.

If a foreign statutory trust that owns property rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign business entity is the successor, the transfer to, vesting in, or devolution on the successor of the property rights, privileges, franchises, or other assets of the nonsurviving foreign statutory trust is effective as provided by the laws of the jurisdiction that governs the merger. The successor described in subsection (a) of this section shall file with the Department a certificate executed by an authorized person that specifies: Each county in this State where a foreign statutory trust party to the merger, except the successor, owned an interest in land; The name of each party to the merger; The jurisdiction under the laws of which each party was formed; and The name of the successor. If a copy of the document effecting the merger has not been filed with the Department as provided in § 12–205 of this title, the successor shall file with the Department an officially certified copy of that document. Except as provided in paragraph (2) of this subsection, when the Department receives the articles and any certificate of the successor, the Department shall prepare and file certificates of merger in the manner provided for a statutory trust. The certificate of merger: Need not state the principal office in the State of a foreign statutory trust that does not have a principal office; and Shall include other information specified in the certificate filed by the successor.

The Department may forfeit the right of a foreign statutory trust to do business in the State if the foreign statutory trust fails to file with the Department any report or fails to pay any late filing penalty required by law: Within the time required by law; and Thereafter, within 30 days after the Department makes a written demand for the delinquent report or late filing penalty. Unless the Department excuses a reasonable delay for good cause shown, the forfeiture is effective 15 days after written notice of forfeiture from the Department without legal proceedings of any kind. The demand for a delinquent report or late filing penalty and the notice of forfeiture shall be addressed to the foreign statutory trust: At the address of the foreign statutory trust on file with the Department; or If the foreign statutory trust has no address on file with the Department, in care of the Secretary of State or corresponding official of the jurisdiction in which the foreign statutory trust was formed or is existing, if known to the Department. On forfeiture of the right of a foreign statutory trust to do business in the State, the foreign statutory trust is subject to the same rules, legal provisions, and sanctions as if it had never registered to do business in the State.