A partnership formed in accordance with an agreement governed by the laws of this State may register as a limited liability partnership by filing with the Department a certificate of limited liability partnership which sets forth: The name of the limited liability partnership; The purpose for which the limited liability partnership exists; and The address of its principal office in this State and the name and address of its resident agent. A partnership qualifies as a limited liability partnership at the time of the filing of the certificate with the Department or at any later time specified in the certificate. An amendment to the certificate of limited liability partnership shall be: In writing; and Filed for record with the Department. A certificate or amendment shall be executed by a person authorized by the limited liability partnership to execute such certificate and amendment. Registration of a partnership as a limited liability partnership may be voluntarily withdrawn at any time by filing with the Department a written withdrawal notice executed by one or more partners authorized by the limited liability partnership to execute the withdrawal. The status of a partnership as a limited liability partnership shall not be affected by the admission of one or more partners to the partnership or by the death, retirement, or withdrawal of any partner or any other event causing any partner to be dissociated from the partnership.

The Department may not accept for record or filing any document of a limited liability partnership 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 certificates, 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 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 partnership, its attorney, or its agent stating the date and time that the document was accepted for record.

The name of each limited liability partnership as set forth in the certificate of limited liability partnership shall comply with the provisions of Title 1, Subtitle 5 of this article.

The exclusive right to use a specified name for a domestic or foreign limited liability partnership may be reserved as provided in Title 1, Subtitle 5 of this article.

Limited liability partnerships shall have: A principal office in the State; and A resident agent who shall be: A citizen of this State who resides in the State; A Maryland corporation; or A Maryland limited liability company. A limited liability partnership 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 partnership may change the address of its resident agent by filing for record with the Department a statement of the change signed by a person authorized by the limited liability partnership to execute such statements. A designation or change of a principal office or resident agent or address of the resident agent for a limited liability partnership 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 partnership 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 partnership, the statement may include a change of address of the principal office if: The resident agent notifies the limited liability partnership 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 partnership has appointed a successor resident agent; or 10 days after it is filed with the Department, if the limited liability partnership has not appointed a successor resident agent.

A limited partnership may register as a limited liability partnership by complying with § 10-805 of this article. The provisions of this title applicable to limited liability partnerships shall apply to a limited partnership which registers as a limited liability partnership; provided, however, that in applying this title to such a limited partnership, all references to partners shall mean general partners. If a limited partnership is a registered limited liability partnership, § 9A-306 of this title applies to its general partners and to any of its limited partners who, under other provisions of this article, are liable for the debts or obligations of the limited partnership.

Except with respect to a tax collectible locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability partnership that has not paid a tax due before October 1 of the year after the tax became due. When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed limited liability partnership, at its address as it appears on the Comptroller’s records, a notice that its right to do business as a limited liability partnership 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. The mailing of the notice is sufficient, and the failure of any limited liability partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business as a limited liability partnership in Maryland and the right to the use of its name. Immediately after September 30 of each year, the Secretary of Commerce shall certify to the Department a list of every Maryland limited liability partnership 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. When the Secretary certifies the list to the Department, the Secretary shall mail to each listed limited liability partnership, at its address as it appears on the Secretary’s records, a notice that its right to do business as a limited liability partnership 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 partnership are paid. The mailing of the notice is sufficient, and the failure of any limited liability partnership to receive the notice mailed to it does not affect the forfeiture of its right to do business as a limited liability partnership in Maryland and the right to the use of its name. Immediately after September 30 of each year, the Department shall certify a list of every Maryland limited liability partnership 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. After the lists are certified, the Department shall issue a proclamation declaring that, subject to § 9A–1016 of this subtitle, the right to do business as a limited liability partnership in Maryland and the right to the use of the name for each limited liability partnership is forfeited as of the date of the proclamation, without proceedings of any kind either at law or in equity.

Within 10 days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability partnership named in it. The notice shall be addressed to the limited liability partnership at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department. A limited liability partnership 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.

If the Department is satisfied that a limited liability partnership named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report under § 9A–1007 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Commerce, the Department may correct the mistake by filing its proclamation to that effect in its records. The effect of a proclamation correcting a mistake is to restore the right to do business as a limited liability partnership in Maryland and the right to the use of the name of the limited liability partnership as if the right to do business as a limited liability partnership in Maryland and the right to the use of the name had at all times remained in full force and effect.

This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law: For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or To compel the filing of annual reports.

The authority to do business in Maryland of any limited liability partnership 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 a certificate of reinstatement with the Department.

A certificate of reinstatement shall include: The name of the limited liability partnership at the time its right to do business in Maryland was forfeited; The name that the limited liability partnership will use after reinstatement, which shall comply with the provisions of this article with respect to limited liability partnership names; The address of the principal office of the limited liability partnership 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 The name and address of the resident agent of the limited liability partnership. A certificate of reinstatement shall be executed by a person authorized by the limited liability partnership to execute such a certificate.

The Department may not accept a certificate of reinstatement for record unless: All annual reports required to be filed by the limited liability partnership or which would have been required if the right to do business in Maryland had not been forfeited are filed; and Unemployment insurance contributions, reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the limited liability partnership or which would have become due if the right to do business had not been forfeited are paid, whether or not barred by limitations.

Except in a proceeding by this State or any of its political subdivisions, the acceptance of a certificate of reinstatement for record by the Department is conclusive evidence of: The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid; The filing of all reports required to be filed; and The reinstatement of the right to do business in Maryland of the limited liability partnership.

Any person that transacts business in the name or for the account of a limited liability partnership 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. A prosecution for violation of the provisions of this section may not be instituted after the date the certificate of reinstatement of the limited liability partnership is filed.

The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited liability partnership under this title does not: Impair the validity of a contract or act of the limited liability partnership entered into or done either before or after the forfeiture, or prevent the limited liability partnership from defending any action, suit, or proceeding in a court of this State; and Cause a partner of a limited liability partnership to have personal liability for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, except to the extent otherwise provided under § 9A-306 of this title.