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

Before doing any interstate, intrastate, or foreign business in this State, a foreign limited liability company shall register with the Department. In order to register, a foreign limited liability company shall submit to the Department an application for registration as a foreign limited liability company executed by an authorized person and setting forth: The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in this State; The state under whose laws 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 limited liability company if no resident agent has been appointed under item (4) of this subsection or, if appointed, the resident agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability company; Proof acceptable to the Department of good standing in the jurisdiction where it currently is organized; and If the foreign limited liability company is a series company, a statement that the company is a series company.

If the Department finds that an application for registration meets the requirements of this title and all required fees have been paid, it shall: Endorse on the application the date and time of its acceptance for record; Record promptly the document; and Send an acknowledgment to the person who filed the application or a representative of the person who filed the application stating the date and time that the document was accepted for record.

A foreign limited liability company may register with the Department under any name, whether or not it is the name under which it is registered in its state of organization, as provided under Title 1, Subtitle 5 of this article.

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

A foreign limited liability company 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 limited liability company with respect to causes of action arising out of doing business in this State.

If a foreign limited liability company is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign limited liability company and any person claiming under it may not maintain suit in any court of this State, unless the limited liability company shows to the satisfaction of the court that: The foreign limited liability company or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and The foreign limited liability company or a successor to it has complied with the requirements of this title; or The foreign limited liability company and any foreign limited liability company successor to it are no longer doing intrastate, interstate, or foreign business in this State. The failure of a foreign limited liability company to register in this State does not impair the validity of a contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in a court of this State. A foreign limited liability company, 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 limited liability company does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the limited liability company. The penalty under this subsection shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article. Each member of a foreign limited liability company that does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited liability company who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine of not more than $1,000.

The Attorney General may bring an action to restrain a foreign limited liability company from doing business in this State in violation of this title.

In addition to any other activities which may not constitute doing business in this State, for the purposes of this title, the following activities of a foreign limited liability company do not constitute doing business in this State: Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; Holding meetings of its members or agents or carrying on other activities that concern 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 so acquired; or Selling or transferring title to property in this State so acquired to any person, including the Federal Housing Administration or the U.S. Department of Veterans Affairs. In addition to any other activities which may constitute doing business in this State, for the purposes of this title any foreign limited liability company which 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 limited liability company assents to the laws of this State.

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

If a foreign limited liability company that owns property rights, privileges, franchises, or other assets located in this State is a party to a merger in which a foreign corporation, foreign limited partnership, or a foreign limited liability company 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 limited liability company is effective as provided by the laws of the place that governs the merger. The successor shall file with the Department a certificate executed by an authorized person that specifies: Each county in the State where a foreign limited liability company party to the merger, except the successor, owned an interest in land; The name of each party to the merger; The place under the laws of which each party was organized; 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 § 4A-703 of this title, the successor shall file with the Department an officially certified copy of that document. 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 Maryland limited liability companies. However, the certificate of merger need not state the principal office in the State of any limited liability company that does not have a principal office, and the certificate shall include other information specified in the certificate filed by the successor.

The Department may forfeit the right of any foreign limited liability company to do business in this State if the limited liability company fails to file with the Department any report or fails to pay any late filing penalties 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 penalties. 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 proceedings of any kind either at law or in equity. The demand for a delinquent report or late filing penalties and the notice of forfeiture shall be addressed to the limited liability company: At its address on file with the Department; or If it has no address on file with the Department, in care of the Secretary of State, or corresponding official of the place where it was organized or is existing, if known to the Department. On forfeiture of its right to do business in this State, the foreign limited liability company is subject to the same rules, legal provisions, and sanctions as if it had never qualified or been licensed to do business in this State.