# Corporations and Associations (GCA) ## Title 4A. Limited Liability Company Act ### Subtitle 9. Dissolution, Forfeiture, and Reinstatement #### Section 4A-901 (a) The dissolution of a limited liability company is a change in the relationship between the members, not the winding up or the termination of the limited liability company. (b) On dissolution, the limited liability company is not terminated but continues until terminated in accordance with Sec. 4A-908 of this subtitle. #### Section 4A-902 (a) A limited liability company is dissolved and shall commence the winding up of its affairs on the first to occur of the following: (1) At the time or on the happening of the events specified in the articles of organization or the operating agreement; (2) At the time specified by the unanimous consent of the members; (3) At the time of the entry of a decree of judicial dissolution under Sec. 4A-903 of this subtitle; or (4) Unless otherwise agreed or as provided in subsection (b) of this section, at the time the limited liability company has had no members for a period of 90 consecutive days. (b) (1) A limited liability company may not be dissolved or required to wind up its affairs if within 90 days after there are no remaining members of the limited liability company or within the period of time provided in the operating agreement: (i) The last remaining member's successor or assignee agrees in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member; or (ii) A member is admitted to the limited liability company in the manner set forth in the operating agreement to be effective as of the time the last remaining member ceased to be a member under a provision in the operating agreement that provides for the admission of a member after there are no remaining members. (2) If a new member is not admitted to the limited liability company in accordance with paragraph (1) of this subsection, and the last remaining member ceased to be a member under Sec. 4A-606(5) of this title, the last remaining member's personal representative or guardian shall automatically be admitted as a new member of the limited liability company, effective immediately on the happening of the event described in Sec. 4A-606(5) of this title, unless within 90 days after the personal representative or guardian first has knowledge of the event, the personal representative or guardian: (i) Renounces that admission in writing; or (ii) Designates a person to become a new member, and the designee accepts the designee's admission in writing or by electronic communication to the personal representative or guardian. (c) An operating agreement may provide that the last remaining member's personal representative, guardian, successor, or assignee shall be obligated to agree in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member. (d) Unless otherwise agreed and subject to the provisions of subsections (a)(4) and (b) of this section, the termination of a person's membership may not cause a limited liability company to be dissolved or to wind up its affairs and the limited liability company shall continue in existence following the termination of a person's membership. #### Section 4A-903 On application by or on behalf of a member, the circuit court of the county in which the principal office of the limited liability company is located may decree the dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or the operating agreement. #### Section 4A-904 (a) Unless otherwise agreed, the remaining members of a limited liability company or, if the company has no remaining members, the personal representative, guardian, or other successor to the last remaining member of the company may wind up the affairs of the limited liability company. (b) Notwithstanding the provisions of subsection (a) of this section, the circuit court of the county in which the principal office of the limited liability company is located, on cause shown after dissolution, may wind up the limited liability company's affairs on application of any member or, if the limited liability company has no remaining members, on application of the personal representative, guardian, or other successor to the last remaining member of the limited liability company. #### Section 4A-905 Following dissolution, a member of a limited liability company can bind the limited liability company: (1) By any act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution, unless the member purporting to act on behalf of the limited liability company does not have the authority to do so and the person with whom the member is dealing has actual knowledge or actual notice of the absence of authority; and (2) In any transaction which would have been binding on the limited liability company had it not been dissolved; provided, that the person with whom the member is dealing does not have actual knowledge or actual notice of the dissolution. #### Section 4A-906 On the winding up and termination of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the limited liability company; and (2) Unless otherwise agreed, to the members in proportion to their respective capital contribution values, after the capital contribution values are adjusted by: (i) Adding to the members' capital contribution values their respective shares of the profits of the limited liability company; and (ii) Deducting from the members' capital contribution values their respective shares of the losses of the limited liability company and all distributions previously received by the members. #### Section 4A-907 (a) (1) The remaining members of a limited liability company may cause articles of dissolution to be filed with the Department at any time after dissolution and before termination. (2) Articles of dissolution shall contain: (i) The name of the limited liability company; (ii) The date of filing of the articles of organization and each amendment thereto; (iii) The date of the dissolution; and (iv) Any other information the members determine. (b) (1) If, at any time after the articles of dissolution have been filed but before the limited liability company has been terminated, the members unanimously agree to continue the limited liability company, the members shall cause articles of continuation to be filed with the Department. (2) Articles of continuation shall contain: (i) The name of the limited liability company; (ii) The date of filing of the articles of dissolution; (iii) The date of dissolution set forth in the articles of dissolution; (iv) The date the members agreed to continue the limited liability company; and (v) Any other information the members determine. #### Section 4A-908 (a) The limited liability company is terminated on the later of: (1) The date on which the Department accepts for record the articles of cancellation filed pursuant to Sec. 4A-909 of this subtitle; or (2) The effective date of the articles of cancellation. (b) Notwithstanding the filing of articles of cancellation, the limited liability company continues to exist for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs. #### Section 4A-909 Articles of cancellation shall set forth: (1) The name of the limited liability company and the address of its principal office; (2) The name and address of a resident agent of the limited liability company who shall serve for one year after termination; (3) The name and address of each member who was designated to wind up the affairs of the limited liability company or if no member was so designated, the names and addresses of all members; (4) A statement that the limited liability company is terminated effective upon the filing of the certificate of cancellation or on a date specified therein which is no later than 30 days after the filing of the certificate; (5) A statement that notice of the termination was sent by registered mail, postage prepaid, return receipt requested to all known creditors of the limited liability company and the date of the mailing, or a statement that the limited liability company has no known creditors; and (6) Any other provisions that the limited liability company considers necessary. #### Section 4A-910 A limited liability company shall file articles of cancellation for record with the Department: (1) If there are known creditors of the limited liability company, after 19 days following the sending of notice under Sec. 4A-909(5) of this subtitle; or (2) If there are no known creditors, at any time. #### Section 4A-911 (a) (1) Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability company that has not paid a tax due before October 1 of the year after the tax became due. (2) When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed limited liability company, at its address as it appears on the Comptroller's records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all taxes, interest, and penalties due by it are paid. (3) The mailing of the notice is sufficient, and the failure of any limited liability company to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name. (b) (1) Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland limited liability company that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due. (2) When the Secretary certifies the list to the Department, the Secretary shall mail to each listed limited liability company, at its address as it appears on the Secretary's records, a notice that its right to do business in Maryland and the right to the use of its name will be forfeited unless all contributions, reimbursement payments, interest, and penalties due by the limited liability company are paid. (3) The mailing of the notice is sufficient, and the failure of any limited liability company to receive the notice mailed to it does not affect the forfeiture of its right to do business in Maryland and the right to the use of its name. (c) Immediately after September 30 of each year, the Department shall certify a list of every Maryland limited liability company that has not filed an annual report with the Department for the prior year as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due. (d) After the lists are certified, the Department shall issue a proclamation declaring that, subject to Sec. 4A-920 of this subtitle, the right to do business in Maryland and the right to the use of the name for each limited liability company is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity. #### Section 4A-912 (a) Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability company named in it. The notice shall be addressed to the limited liability company at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department. (b) A limited liability company that pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its right to do business in Maryland and the right to the use of its name reinstated as of the date of forfeiture. #### Section 4A-913 (a) If the Department is satisfied that a limited liability company named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in Sec. 4A-911 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records. (b) The effect of a proclamation correcting a mistake is to restore the right to do business in Maryland and the right to the use of the name of the limited liability company as if the right to do business in Maryland and the right to the use of the name had at all times remained in full force and effect. #### Section 4A-914 This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law: (1) For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or (2) To compel the filing of annual reports. #### Section 4A-915 The authority to do business in Maryland of any limited liability company that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing articles of reinstatement with the Department. #### Section 4A-916 Articles of reinstatement shall include: (1) The name of the limited liability company at the time its right to do business in Maryland was forfeited; (2) The name that the limited liability company will use after reinstatement, which shall comply with the provisions of this article with respect to limited liability company names; (3) The address of the principal office of the limited liability company in this State if different from its principal office in this State at the time the right to do business in Maryland was forfeited; and (4) The name and address of the resident agent of the limited liability company. #### Section 4A-917 The Department may not accept articles of reinstatement for record unless: (1) All annual reports required to be filed by the limited liability company or which would have been required if the right to do business in Maryland had not been forfeited are filed; and (2) Unemployment insurance contributions or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited liability company or which would have become due if the right to do business had not been forfeited are paid, whether or not barred by limitations. #### Section 4A-918 Except in a proceeding by this State or any of its political subdivisions, the acceptance of articles of reinstatement for record by the Department is conclusive evidence of: (1) The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid; (2) The filing of all reports required to be filed; and (3) The reinstatement of the right to do business in Maryland of the limited liability company. #### Section 4A-919 (a) Any person that transacts business in the name or for the account of a limited liability company knowing that its right to do business in Maryland has been forfeited and has not been reinstated is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500. (b) A prosecution for violation of the provisions of this section may not be instituted after the date articles of reinstatement of the limited liability company are filed. #### Section 4A-920 The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited liability company under this title does not impair the validity of a contract or act of the limited liability company entered into or done either before or after the forfeiture, or prevent the limited liability company from defending any action, suit, or proceeding in a court of this State. --- Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)