A limited liability company may be organized under this title and may conduct activities in any state related to any lawful business, purpose, investment, or activity, whether or not for profit, except the business of acting as an insurer.
Any person may form a limited liability company by causing articles of organization to be executed and filed for record with the Department.
A limited liability company is formed at the time when the Department accepts the articles of organization for record or at a later time specified in the articles, if in either case there has been substantial compliance with this title.
Unless otherwise provided by law or unless otherwise agreed, a limited liability company has the general powers, whether or not set forth in its articles of organization or operating agreement, to:
Have perpetual existence, although existence may be limited to a specified period of time if the limitation is set forth in its articles of organization;
Sue, be sued, complain, and defend in all courts;
Transact its business, carry on its operations, and have and exercise the powers granted by this article in any state and in any foreign country;
Make contracts and guarantees, incur liabilities, and borrow money;
Sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any of its assets;
Acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;
Issue notes, bonds, and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets;
Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of other corporations, associations, general or limited partnerships, limited liability companies, foreign limited liability companies, business trusts, and individuals;
Invest its surplus funds, lend money in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes of the limited liability company, and take and hold real property and personal property as security for the payment of funds so loaned or invested;
Render professional services within or without this State;
Elect or appoint agents and define their duties and fix their compensation;
Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
Be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, limited liability company, foreign limited liability company, joint venture, trust, or other enterprise;
Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;
Make and alter operating agreements as provided in § 4A–402(a) of this title;
Cease its activities and dissolve; and
Do every other act not inconsistent with law which is appropriate to promote and attain the purposes of the limited liability company.
Nothing in this title is intended to restrict or limit in any manner the authority and duty of a regulatory body that licenses professionals within this State to license persons who render professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body, notwithstanding that the person is a member, employee, or agent of a limited liability company and is rendering the professional services or engaging in the practice of the profession through the limited liability company.
The articles of organization shall set forth:
The name of the limited liability company;
The address of its principal office in this State and the name and address of its resident agent; and
Any other provision, not inconsistent with law, which the members elect to set out in the articles, including, but not limited to, a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited.
It is not necessary to set out in the articles of organization any of the powers enumerated in this title.
An amendment to the articles of organization shall be:
In writing;
Unless otherwise agreed, approved by unanimous consent of the members;
Executed under the provisions of § 4A–206 of this subtitle; and
Filed for record with the Department.
If any document filed with the Department under this title contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.
A certificate of correction shall set forth:
The title of the document being corrected;
The name of each party to the document being corrected;
The date that the document being corrected was filed; and
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.
A certificate of correction may not make any other change or amendment that would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.
A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.
A certificate of correction may not:
Change the effective date of the document being corrected; or
Affect any right or liability accrued or incurred before its filing, except that any right or liability 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.
Articles and certificates required by this title to be filed with the Department shall be executed in the following manner:
Articles of organization shall be executed by any individual authorized to do so by the persons forming the limited liability company; and
Articles of amendment, articles of merger, certificates of correction, articles of dissolution, articles of continuation, articles of conversion, articles of cancellation, and articles of reinstatement shall be executed by an authorized person.
An authorized person may sign any articles or certificates by an attorney in fact.
Powers of attorney relating to the signing of articles or certificates by an attorney in fact need not be sworn to, verified, or acknowledged, and need not be filed with the Department.
Any document required to be certified, acknowledged, or verified under this title shall be so acknowledged, verified, or certified in accordance with the procedure set forth in Title 1, Subtitle 3 of this article.
The Department may not accept for record or filing any document of a limited liability company that does not conform with law.
Any document which purports to be acknowledged may be treated by the Department as properly acknowledged.
The Department may not accept for record or filing any articles, certificate, qualification, registration, change of resident agent or principal office, report, service of process or notice, or other document until all required recording, filing, and other fees have been paid to the Department.
When the Department accepts for record any articles, certificate, or other document, the Department shall:
Endorse on the document its acceptance for record and the date and time of acceptance;
Record promptly the document; and
Send an acknowledgment to the limited liability company, its attorney, or its agent stating the date and time that the document was accepted for record.
The name of each limited liability company as set forth in its articles of organization shall comply with the requirements of Title 1, Subtitle 5 of this article.
The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by:
A person who intends to organize a domestic limited liability company;
A domestic limited liability company that proposes to change its name;
A foreign limited liability company that intends to register to do business in this State; or
A foreign limited liability company registered to do business in this State that proposes to change its name.
A person may reserve a specified name by filing a signed application with the Department.
If the Department finds that the name is available for use by a limited liability company, the Department shall reserve the name for 30 days for the exclusive use of the applicant.
The exclusive right to use a reserved name may be transferred to another person by filing with the Department a notice of the transfer which specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.
Each limited liability company shall have:
A principal office in this State; and
A resident agent.
A limited liability company may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change.
A limited liability company may change the address of its resident agent by filing for record with the Department a statement of the change signed by an authorized person.
A designation or change of a principal office or resident agent or address of the resident agent for a limited liability company under this subsection is effective when the Department accepts the statement for record.
A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent.
The statement shall include:
The name of the limited liability company for which the change is effective;
The old and new addresses of the resident agent; and
The date on which the change is effective.
If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability company, the statement may include a change of address of the principal office if:
The resident agent notifies the limited liability company in writing; and
The statement recites that notice has been sent.
The change of address of the resident agent or principal office is effective when the Department accepts the statement for record.
A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation.
Unless a later time is specified in the resignation, it is effective:
At the time it is filed with the Department, if the limited liability company has appointed a successor resident agent; or
10 days after it is filed with the Department, if the limited liability company has not appointed a successor resident agent.
An individual conducting a business as a proprietorship may convert the proprietorship to a limited liability company by filing articles of organization that meet the requirements of § 4A-204 of this subtitle and include the following:
The name of the individual who conducts the proprietorship; and
A description of the property comprising the business to be conducted by the limited liability company.
An individual who becomes a member of a limited liability company as a result of the conversion remains liable for any obligation or liability of the individual incurred or arising before the conversion takes effect, to the extent that the individual would have been obligated or liable if the conversion had not occurred.
The individual’s liability for all obligations and liabilities of the limited liability company incurred or arising after the conversion takes effect is that of a member of a limited liability company, as provided in this title.
A general or limited partnership that has been converted to a limited liability company pursuant to § 4A-211 of this subtitle shall be deemed for all purposes the same entity that existed before the conversion.
When a conversion takes effect:
All property owned by the converting general or limited partnership or the converting proprietorship remains vested in the converted entity;
All obligations and liabilities of the converting general or limited partnership or the converting proprietorship remain vested in the converted entity; and
An action or proceeding pending against the converting general or limited partnership or the converting proprietorship may be continued as if the conversion had not occurred.
In the case of a limited partnership that has been converted pursuant to § 4A-211 of this subtitle, the articles of organization filed pursuant to § 4A-211(a) of this subtitle shall serve as a certificate of cancellation of the converting limited partnership.