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<section article="gtg" article_name="Tax - General" number="11-601" future_version_removed="true" title_number="11" title_name="Sales and Use Tax" subtitle_number="6" subtitle_name="Tax Payment">
  <level label="a">
    <text>A buyer who fails to pay the sales and use tax to the vendor for any purchase or use subject to the tax as required in § 11–403 of this title or who is required by regulation to file a return for a purchase or use subject to the tax shall pay the sales and use tax on that purchase or use with the return that covers the period in which the buyer makes that purchase or use.</text>
  </level>
  <level label="b">
    <level label="1">
      <text>A vendor who makes a sale subject to the sales and use tax shall pay the sales and use tax that the vendor collects for that sale or that the vendor assumes or absorbs for that sale with the return that covers the period in which the vendor makes that sale.</text>
    </level>
    <level label="2">
      <text>A vendor who, under a direct payment permit, makes a purchase or use subject to the sales and use tax shall pay the sales and use tax for that purchase or use with the return that covers the period in which the vendor makes that purchase or use.</text>
    </level>
    <level label="3">
      <text>A vendor who makes a sale subject to the sales and use tax under a prepayment authorization or through a vending machine shall pay the sales and use tax on that sale with the return that covers the period in which the vendor makes that sale.</text>
    </level>
  </level>
  <level label="c">
    <text>Personal liability for the sales and use tax and for the interest and penalties of the tax extends to:</text>
    <level label="1">
      <text>a buyer for tax that the buyer does not pay to:</text>
      <level label="i">
        <text>the vendor as required in § 11–403 of this title; or</text>
      </level>
      <level label="ii">
        <text>the Comptroller as required by regulation; and</text>
      </level>
    </level>
    <level label="2">
      <text>a vendor for tax that the vendor does not:</text>
      <level label="i">
        <text>collect from the buyer as required in § 11–403 of this title; or</text>
      </level>
      <level label="ii">
        <text>pay to the Comptroller as required in subsection (b) of this section.</text>
      </level>
    </level>
  </level>
  <level label="d">
    <text>If a buyer or vendor liable for the sales and use tax and for the interest and penalties of the tax under subsection (c) of this section is a corporation or limited liability company or limited liability partnership (including a limited partnership registered as a limited liability limited partnership), personal liability for the sales and use tax and for the interest and penalties of the tax extends to:</text>
    <level label="1">
      <text>in the case of a corporation:</text>
      <level label="i">
        <text>the president, vice president, or treasurer of the corporation; and</text>
      </level>
      <level label="ii">
        <text>any officer of the corporation who directly or indirectly owns more than 20% of the stock of the corporation; and</text>
      </level>
    </level>
    <level label="2">
      <text>in the case of a limited liability company:</text>
      <level label="i">
        <text>if the limited liability company does not have an operating agreement, all members; or</text>
      </level>
      <level label="ii">
        <text>if the limited liability company has an operating agreement, those individuals who manage the business and affairs of the limited liability company; and</text>
      </level>
    </level>
    <level label="3">
      <text>in the case of a limited liability partnership:</text>
      <level label="i">
        <text>if the limited liability partnership does not have a written partnership agreement, all general partners; or</text>
      </level>
      <level label="ii">
        <text>if the limited liability partnership has a written partnership agreement, those individuals who manage the business and affairs of the limited liability partnership.</text>
      </level>
    </level>
  </level>
  <level label="e">
    <text>A member of a limited liability company does not manage the business and affairs of the limited liability company under subsection (d) of this section solely by doing one or more of the following:</text>
    <level label="1">
      <text>consulting with or advising the individuals who manage the business and affairs of the limited liability company;</text>
    </level>
    <level label="2">
      <text>directing the management of the limited liability company in the same manner as a director of a corporation directs the management of a corporation; or</text>
    </level>
    <level label="3">
      <text>voting on any matter required to be voted on by the members of the limited liability company, including, but not limited to:</text>
      <level label="i">
        <text>the approval or disapproval of amendments to the operating agreement;</text>
      </level>
      <level label="ii">
        <text>the termination and winding up of the limited liability company;</text>
      </level>
      <level label="iii">
        <text>the sale, exchange, lease, mortgage, pledge, or other transfer of a material portion of the assets of the limited liability company;</text>
      </level>
      <level label="iv">
        <text>the incurrence of indebtedness by the limited liability company other than in the ordinary course of its business;</text>
      </level>
      <level label="v">
        <text>a change in the nature of the business of the limited liability company;</text>
      </level>
      <level label="vi">
        <text>the expulsion or admission of a member;</text>
      </level>
      <level label="vii">
        <text>the appointment or discharge of a manager;</text>
      </level>
      <level label="viii">
        <text>the merger of the limited liability company with or into any other entity; or</text>
      </level>
      <level label="ix">
        <text>any matter related to the business of the limited liability company not otherwise enumerated in this section that the operating agreement states may be subject to the approval or disapproval of the members.</text>
      </level>
    </level>
  </level>
  <level label="f">
    <text>The possession or exercise of powers other than those contained in subsection (e) of this section by a member does not necessarily constitute management by the member of the business or affairs of the limited liability company.</text>
  </level>
  <level label="g">
    <text>The same rules and exceptions applicable to a member of a limited liability company set forth in subsections (e) and (f) of this section shall be applicable to individuals and members of limited liability partnerships.</text>
  </level>
</section>
