Title 18 — Subtitle 04. Business Organizations
Chapter 01. Information Provided by the Department
Regulation .01 Information Provided.LinkCopy Citation
The Department will provide the following information:
A.
In answer to written or telephoned requests, the Department will provide free of charge the following information for domestic corporations, limited partnerships, limited liability partnerships, limited liability companies, and any other organization which is required to file its original organizational document or trade name with the Department:
(1)
Address of principal office;
(2)
Date of incorporation or date of filing the certificate of limited partnership, the certificate of limited liability partnership, the articles of organization of a limited liability company, any other original organizational document, or the trade name certificate;
(3)
Resident agent for service, or for business entities that have filed a trade name certificate, the names and addresses of the principal or owner.
B.
In answer to written or telephoned requests, the Department will provide free of charge the following information for foreign corporations, limited partnerships, limited liability partnerships, limited liability companies, and other foreign organizations which are required to qualify or register with the Department:
(1)
Address of principal office;
(2)
Date of qualification or registration;
(3)
Resident agent for service.
C.
In answer to written requests, the Department will provide free of charge information as to availability of trade names and names for corporations, limited partnerships, limited liability partnerships, and limited liability companies.
D.
On written request and accompanied by a fee, the Department will prepare and forward an abstract comprising the items listed above, and, in addition:
(1)
The names of corporate officers and directors as listed on the most recent report filed with the Department, if available;
(2)
Whether the corporation is delinquent as to filing required reports;
(3)
Whether a domestic corporation has had its charter forfeited, or whether a foreign corporation has had its qualification or registration withdrawn or forfeited, and the dates of these proceedings;
(4)
Whether a domestic corporation, limited partnership, limited liability partnership, limited liability company, or other domestic organization which is required to file its original organizational document with the Department, has been dissolved, has had its certificate withdrawn or has merged into another organization, and the dates of these proceedings;
(5)
Whether a foreign corporation, limited partnership, limited liability partnership, limited liability company, or other foreign organization which is required to qualify or register with the Department, has had its qualification or registration withdrawn or cancelled or has been merged into another organization, and the dates of these proceedings.
Regulation .02 Certificates and Certified Copies.LinkCopy Citation
When the Department provides certificates or certified copies, the signature of the custodian or other person authorized to make certification for the Department and the Department's official seal may be originally produced on a computer-generated printed form approved by the Department.
Chapter 02. Name Availability
Regulation .01 Definitions.LinkCopy Citation
A.
In this chapter, the following terms have the meanings indicated.
B.
Terms Defined.
(1)
“Distinctive” means a comparison of two written entity names that reveals the presence of a letter or numeral in one that is not in the other, subject to Regulations .03 and .04 of this chapter.
(2)
“Distinguishable upon the Department's records” means that an entity name must be distinctive from the following names on record with the Department:
(a)
Names of other active entities;
(b)
Active trade names;
(c)
Reserved names;
(d)
Registered names; and
(e)
Disclosed assumed names of foreign entities.
(3)
“Entity” includes those business organizations stated in Corporations and Associations Article, §1-501, Annotated Code of Maryland.
(4)
“Tail” means those words, or their abbreviations, that must be included in an entity's name under Corporations and Associations Article, §1-502, Annotated Code of Maryland.
(5)
“Trade name” means a name, title, or designation filed with the Department under Corporations and Associations Article, §1-406, Annotated Code of Maryland.
Regulation .02 Entity Names.LinkCopy Citation
An entity name shall be distinguishable upon the Department's records from:
A.
The entity name of an entity organized or authorized to transact business in the State;
B.
An entity name reserved or registered under Corporations and Associations Article, Title 1, Subtitle 5, Annotated Code of Maryland; and
C.
The disclosed assumed name adopted by a foreign entity authorized to transact business in this State.
Regulation .03 Distinctive Factors.LinkCopy Citation
A.
In addition to the requirements of the other regulations of this chapter, when two entities are not in the same category of business organization, that is, corporation, limited partnership, limited liability company, etc., and the only difference between their names is the tails, the names are distinctive.
B.
Example: “JGB Corp.” is distinctive from “JGB LLC” or “JGB Limited Partnership”.
Regulation .04 Nondistinctive Factors.LinkCopy Citation
A.
In addition to the requirements of other regulations of this chapter, presence or absence of the following factors or words do not make an entity name distinctive from one on record.
B.
Factors, Words, Letters, or Punctuation.
(1)
Tails Between Similar Organizations.
(a)
When two entities are in the same category of business organization, that is, corporation, limited partnership, limited liability company, etc., and the only difference between their names is the tails, the names are not distinctive.
(b)
Example: “WYZ Corp.” is not distinctive from “WYZ, Inc.” or “WYZ Limited”.
(2)
Spacing.
(a)
When the only difference between two entity names is the presence or absence of a space, the names are not distinctive.
(b)
Example: “Maryland LLLP” is not distinctive from Mary land LLLP".
(3)
Case Sensitivity.
(a)
When the only difference between two entity names is the presence or absence of lower or uppercase letters, the names are not distinctive.
(b)
Example: “Smith Chartered” is not distinctive from “SMIth Chartered”.
(4)
“And”, “The”, “An”, “Or”, and “Of”.
(a)
When the only difference between two entity names is the presence or absence of the words “And”, “The”, “An”, “Or”, or “Of”, the names are not distinctive.
(b)
Examples: “The ABC, Inc.” is not distinctive from “ABC, Inc.”; “A or B LLLP” is not distinctive from “AB LLLP”.
(5)
Use of “A”.
(a)
When the only difference between two entity names is the presence or absence of the letter “A” where “A” is used as an indefinite article, the names are not distinctive.
(b)
Example: “A Dog’s Life LLC” is not distinctive from “Dog’s Life LLC”.
(6)
Punctuation.
(a)
When the only difference between two entity names is the presence or absence of punctuation, the names are not distinctive.
(b)
Example: “The EFG, LLC” is not distinctive from “The EFG LLC”.
Regulation .05 Trade Names.LinkCopy Citation
A.
Trade names may include a tail.
B.
If a trade name includes a tail, then it is subject to the regulations of this chapter applying to the category of business organization indicated by the tail. (Example: The trade name “ABC, Inc.” is distinctive from “ABC LP”, but not distinctive from “ABC Limited”).
C.
If a trade name does not include a tail and the only difference between it and another entity name is a tail, the names are distinctive. (Example: The trade name “ABC” is distinctive from “ABC, Inc.”).
D.
If a trade name does not include a tail and is being compared to another trade name without a tail, the regulations of this chapter apply. (Example: The trade name “ABC” is distinctive from the trade name “ABC Supplies”, but not distinctive from “The Abc”).
Regulation .06 Foreign Entity Assumed Names.LinkCopy Citation
Assumed names for foreign entities are permitted when that entity's name is not available. When an assumed name is used, it shall include a tail consistent with the foreign entity's category of business organization, and is subject to the regulations of this chapter.
Chapter 03. Good Standing Status
Regulation .01 Criteria to Maintain Good Standing with the Department.LinkCopy Citation
A.
In order to be in good standing with the Department, the requirements of §§A-1—H of this regulation shall be met.
A-1.
Domestic Corporations.
(1)
Articles of Incorporation shall be on file with the Department.
(2)
The name and address of a resident agent for the corporation shall be on file with the Department.
(3)
The corporation shall have filed all annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland.
(4)
The corporation shall have paid all penalties imposed under Tax-Property Article, §14-704, Annotated Code of Maryland.
(5)
The charter of the corporation may not be forfeited.
(6)
The corporation may not be dissolved.
(7)
The corporation may not have merged out of existence or consolidated or converted.
B.
Foreign Corporations.
(1)
The corporation shall have duly registered or qualified to do interstate, intrastate, or foreign business with the Department.
(2)
The name and address of a resident agent for the corporation shall be on file with the Department.
(3)
The corporation shall have filed all annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland.
(4)
The corporation shall have paid all fines and penalties imposed by Tax-Property Article, §14-704, Annotated Code of Maryland, and the Corporations and Associations Article, §§7-302 and 7-303, Annotated Code of Maryland.
(5)
The corporation's right to do business in Maryland cannot have been forfeited or its registration or qualification rendered ineffective.
(6)
The corporation may not have terminated its registration or qualification.
(7)
The corporation may not have merged out of existence or consolidated or converted.
C.
Domestic Limited Partnerships.
(1)
A certificate of limited partnership shall be on file with the Department.
(2)
The name and address of a resident agent shall be on file with the Department.
(3)
Annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland, shall be filed with the Department.
(4)
Late filing penalties imposed under Tax-Property Article, §14-704, Annotated Code of Maryland, shall be paid.
(5)
The limited partnership's right to use its name and do business in Maryland may not have been forfeited.
(6)
The limited partnership may not have filed a certificate of cancellation.
(7)
The limited partnership may not be merged out of existence or converted.
D.
Foreign Limited Partnerships.
(1)
An application for registration shall be on file with the Department.
(2)
Annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland, shall be filed with the Department.
(3)
The name and address of a resident agent shall be on file with the Department.
(4)
All late filing penalties imposed under Tax-Property Article, §14-704, Annotated Code of Maryland, shall be paid.
(5)
The limited partnership's right to use its name and do business in Maryland may not have been forfeited.
(6)
The limited partnership may not have filed a certificate of cancellation.
(7)
The limited partnership may not be merged out of existence or converted.
E.
Domestic Limited Liability Companies.
(1)
Articles of organization shall be on file with the Department.
(2)
The name and address of a resident agent shall be on file with the Department.
(3)
Annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland, shall be filed with the Department.
(4)
Late filing penalties imposed under Tax-Property Article, §14-704, Annotated Code of Maryland, shall be paid.
(5)
The company's right to use its name and do business in Maryland may not have been forfeited.
(6)
The company may not have filed articles of cancellation.
(7)
The company may not be merged out of existence or converted.
F.
Foreign Limited Liability Companies.
(1)
An application for registration shall be on file with the Department.
(2)
The name and address of a resident agent shall be on file with the Department.
(3)
Annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland, shall be filed with the Department.
(4)
Late filing penalties imposed by Tax-Property Article, §14-704, Annotated Code of Maryland, shall be paid.
(5)
The company's right to use its name and do business in Maryland may not have been forfeited.
(6)
The company may not have filed a certificate of cancellation.
(7)
The company may not be merged out of existence or converted.
G.
Domestic Limited Liability Partnerships.
(1)
A certificate of limited liability partnership shall be on file with the Department.
(2)
The name and address of a resident agent shall be on file with the Department.
(3)
Annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland, shall be filed with the Department.
(4)
Late filing penalties imposed under Tax-Property Article, §14-704, Annotated Code of Maryland, shall be paid.
(5)
The partnership's right to use its name and do business in Maryland may not have been forfeited.
(6)
The partnership may not have filed a withdrawal notice.
(7)
The limited liability partnership may not be merged out of existence or converted.
H.
Foreign Limited Liability Partnerships.
(1)
An application for registration shall be on file with the Department.
(2)
The name and address of a resident agent shall be on file with the Department.
(3)
Annual reports required by Tax-Property Article, §11-101, Annotated Code of Maryland, shall be filed with the Department.
(4)
Late filing penalties imposed under Tax-Property Article, §14-704, Annotated Code of Maryland, shall be paid.
(5)
The partnership's right to do business in Maryland may not have been forfeited.
(6)
The partnership may not have filed a certificate of cancellation.
(7)
The limited liability partnership may not be merged out of existence or converted.
Chapter 04. Administration of Maryland Revised Uniform Limited Partnership Act
Repealed
Chapter 05. Revival or Reinstatement of Entity Charters or Authority to Do Business
Regulation .01 Entity.LinkCopy Citation
In this chapter, “entity” means corporation, limited liability company, limited liability partnership, limited partnership, limited liability limited partnership, statutory trust, or professional corporation.
Regulation .02 Evidence of Tax Payment.LinkCopy Citation
In order for the Department to accept articles of revival, reinstatement, or a certificate of reinstatement for an entity, there shall be confirmation of personal property tax payment, acceptable to the Department, from each subdivision of Maryland where assessments on personal property have been certified.
Chapter 06. Transfers of Real Property
Regulation .01 Evidence of Tax Payment.LinkCopy Citation
A.
A document required to be filed with the Department which transfers title to an interest in real property located in Maryland may not be accepted for record unless all:
(1)
Public taxes, assessments, and charges due on the real property have been paid to the treasurer, tax collector, or director of finance of the county in which the real property is assessed, as required by law; and
(2)
Taxes on personal property in the county due by the transferor have been paid when all land owned by the transferor in the county is being transferred, as required by law.
B.
Documents covered by this regulation include, but are not limited to:
(1)
Articles of merger;
(2)
Articles of consolidation; or
(3)
Other documents which evidence a consolidation or merger of foreign corporations, foreign limited partnerships, foreign limited liability partnerships, foreign limited liability companies, or other foreign organizations.
C.
An affidavit of tax payment signed by a representative of the transferor stating that the taxes, assessments, and charges referenced in §A of this regulation have been paid shall be sufficient for the Department to accept a document transferring title to an interest in real property..
Chapter 07. Acceptance of Documents
Regulation .01 Definitions.LinkCopy Citation
A.
In this chapter, the following terms have the meanings indicated.
B.
Terms Defined.
(1)
“Acceptance date” means the date a document is accepted for record by the Department.
(2)
“Document” includes any document that is filed for recordation with the Department by a foreign or domestic corporation, limited partnership, limited liability partnership, limited liability company, or other organization.
(3)
“Electronic signature” has the meaning stated in Commercial Law Article, §21-101, Annotated Code of Maryland.
(4)
“Information processing system” has the meaning stated in Commercial Law Article, §21-101, Annotated Code of Maryland.
Regulation .02 Procedure.LinkCopy Citation
A.
Original Filings. The acceptance date of a document is the date that the document is received by the Department provided the:
(1)
Document conforms with law;
(2)
Name of the corporation, limited partnership, limited liability partnership, limited liability limited partnership, real estate investment trust, statutory trust, or limited liability company, or trade name is available; and
(3)
Appropriate fees and taxes are remitted with the document.
B.
Resubmitted Filings. A resubmitted document may retain the date that the document is first received by the Department as the acceptance date if, at the program manager’s discretion, the filer demonstrates good cause for that acceptance date.
C.
If the Department incorrectly rejects a document, then the acceptance date shall be the original date that the document is received by the Department.
Regulation .03 Conditions for Nonrefundable Processing Fees.LinkCopy Citation
If documents are not accepted by the Department, the processing fees referenced in Corporations and Associations Article, §1-203, Annotated Code of Maryland, are applied to the resubmission of those documents if resubmitted and accepted within 60 days of the date of non-acceptance.
Regulation .04 Electronic Signatures.LinkCopy Citation
A.
The general provisions of the Corporations and Associations Article, Annotated Code of Maryland, require certain signatures to be affixed to certain records filed with the Department.
B.
Commercial Law Article, §21-117, Annotated Code of Maryland, permits the Department to determine whether, and the extent to which, it will accept electronic signatures and rely upon electronic signatures.
C.
When a record is filed with the Department using an information processing system, the Department shall accept and rely on any associated electronic signature.
Chapter 08. Expedited Filing Service
Regulation .01 Definitions.LinkCopy Citation
A.
In this chapter, the following terms have the meanings indicated.
B.
Terms Defined. “Expedited service” means the fastest available service for the processing of documents or for providing copies or certificates.
Regulation .02 Types of Expedited Service.LinkCopy Citation
The Business Service Unit shall make the following services available on an expedited basis to the extent that budgetary, personnel, or equipment considerations allow:
A.
Review and acceptance for record or rejection of corporation documents, limited partnership documents, and limited liability company documents, including both domestic and foreign entities;
B.
Certified copies and certificates of status (short form only) requested in conjunction with §A of this regulation;
C.
Short form certificates of status for entities already on file and copies of documents already on file, including corporate abstracts;
D.
Review and acceptance for record or rejection of Uniform Commercial Code documents, trade name registrations, trade name amendments, trade name cancellations, and name reservation documents.
Regulation .03 Methods of Expedited Service.LinkCopy Citation
Requests for expedited service are received and processed using the following methods in the Department's discretion:
A.
In hard copy delivered or dropped off at the Department’s headquarters office;
B.
In hard copy by mail; or
C.
In electronic format by Internet or electronic mail transmission.
Regulation .04 Scope of Expedited Service.LinkCopy Citation
Requests for expedited service are processed as promptly as practicable based upon:
A.
The volume of the request;
B.
When the request is received; and
C.
The manner in which the request is transmitted.
Regulation .05 Other Matters.LinkCopy Citation
A.
A request for more than one copy of a certificate of status for an entity is treated as one request and only one expedited fee is charged.
B.
A request for processing foreign or domestic corporation documents, limited partnership certificates, or limited liability company documents may include up to five certificates of status for the entity or five copies of the document being filed, or both, provided an expedited fee for each type of request is paid.
C.
Fees for expedited service may not be charged on rejected documents.
D.
If the Department is unable to accommodate a request for expedited service, the expedited fee is refunded.
Regulation .06 Fee Tiers.LinkCopy Citation
A.
Documents filed in hard copy with a request to be processed under Corporations and Associations Article, §1-203.2(b)(1), Annotated Code of Maryland, shall be accompanied by an expediting fee of $425.
B.
Documents filed online with a request to be processed under Corporations and Associations Article, §1-203.2(b)(1), Annotated Code of Maryland, shall be accompanied by an expediting fee of $325.
C.
Documents filed in hard copy or online with an expedited request not under Corporations and Associations Article, §1-203.2(b)(1), Annotated Code of Maryland, shall be accompanied by an expediting fee of $50 unless otherwise provided by law.
Regulation .07 Filing Acknowledgement.LinkCopy Citation
After a document filed on an expedited basis has been accepted, as promptly as practicable based upon the time and manner by which the filing is transmitted to the Department, the Department shall:
A.
Return to the filer evidence acknowledging the successful filing, any requested good standing certificates, and any requested certified copies of filed documents; and
B.
Post record of the filing to the Department's business registry.
Chapter 09. Fax Service
Repealed
Chapter 10. Administration of Trade Names
Regulation .01 Disposition.LinkCopy Citation
After the trade name certificate has been imaged or scanned, the Department may dispose of the original certificate.
Regulation .02 Indexing.LinkCopy Citation
Each certificate shall be indexed by trade name and principal or owner.
Regulation .03 Amendments.LinkCopy Citation
A.
The party listed as principal or owner in the certificate already filed may file a certificate amending any item on the certificate, except the trade name.
B.
The amending certificate shall:
(1)
Set forth the trade name;
(2)
Set forth the item being amended;
(3)
Be signed by the principal or owner named in the certificate, and if a new owner or principal is being named, by the new owner or principal, under penalties of perjury; and
(4)
Be accompanied by a fee set by Corporations and Associations Article, §1-406, Annotated Code of Maryland.
Regulation .04 Cancellation.LinkCopy Citation
A.
The party listed as owner or principal in the certificate may file a certificate cancelling the trade name at any time.
B.
The certificate of cancellation shall:
(1)
State the trade name;
(2)
State that the certificate is cancelled;
(3)
Be signed by the principal or owner named in the certificate; and
(4)
Be accompanied by a fee set by Corporations and Associations Article, §1-406, Annotated Code of Maryland.
Regulation .05 Renewal.LinkCopy Citation
A.
In this regulation, “filed” means delivered to and date-stamped by the Department.
B.
A certificate is effective for a period of 5 years from the date it is filed.
C.
Every 5 years following the year in which a certificate is filed or renewed, a person who has filed or renewed a certificate and who wishes to renew the certificate shall cause to be filed a completed renewal application within 6 months before the end of the 5-year period.
D.
A renewal application that is completed and filed extends the certificate for 5 years from the end of the previous 5-year period.
E.
The Department shall determine the form of a renewal application.
F.
Except for certificates canceled on the Department's records, the Department may mail a notice of impending expiration of the trade name, during the 6-month period mentioned in §C of this regulation, to the person listed as principal or owner in the certificate, amended certificate, or most recent renewal application.
G.
A completed renewal application shall:
(1)
State the trade name being renewed and the current address of the business conducted under the trade name;
(2)
State that the trade name certificate is being renewed;
(3)
State the SDAT identification number of the associated business;
(4)
Be signed by a person listed as principal or owner in the certificate, amended certificate, or most recent renewal application; and
(5)
Be accompanied by a fee set by Corporations and Associations Article, §1-406, Annotated Code of Maryland.
H.
The Department's failure to mail a renewal application form pursuant to §F of this regulation does not suspend the obligation to file a completed renewal application.
Regulation .06 Signatures Required on Certificates.LinkCopy Citation
A.
When a certificate lists more than one principal or owner, the signature of any one owner or principal named in the certificate is sufficient execution for the certificates described in Regulations .03—.05 of this chapter.
B.
When joint forms of ownership are listed, such as tenants by the entireties, joint tenants with right of survivorship, etc., the signature of any one of the principals or owners is sufficient execution for the certificates described in Regulations .03—.05 of this chapter.
Regulation .07 Number of Trade Names Per Application.LinkCopy Citation
Only one trade name may be filed per application.
Regulation .08 Expiration.LinkCopy Citation
A.
Unless renewed under Regulation .05 of this chapter, a certificate expires 5 years from the date it is filed.
B.
The Department shall note a certificate's expiration on its records as soon as practical.
C.
The Department's failure to note a certificate's expiration does not extend a certificate past its expiration date.
D.
After a certificate expires, the:
(1)
Filing of a completed renewal application does not extend the certificate; and
(2)
Trade name which is the subject of the certificate is available to a person entitled to file a certificate under Corporations and Associations Article, §1-406, Annotated Code of Maryland.
Chapter 11. Prohibited Filings
Regulation .01 Affidavits.LinkCopy Citation
The affidavit form required by Corporations and Associations Article, §1-201.1(c), Annotated Code of Maryland, is adopted and the Department has it available to provide to the public.
FORM AT END OF CHAPTER
Chapter 12. Annual Reports
Regulation .01 Definitions.LinkCopy Citation
A.
In this chapter, the following terms have the meanings indicated.
B.
Terms Defined.
(1)
“Accept” has the meaning set forth in COMAR 18.04.07.
(2)
“Annual report” means the report required by Tax-Property Article, §11-101, Annotated Code of Maryland.
(3)
“Converted entity” means the entity resulting after a conversion.
(4)
“Converting entity” means an entity that initiates a conversion.
(5)
“Current year” means the calendar year in which conversion or merger documents are presented to the Department for filing or recordation.
(6)
“Documents evidencing a conversion” include:
(a)
A certificate filed by a foreign unincorporated entity registered to do business in Maryland to correct or terminate the entity’s registration due to a conversion; or
(b)
A certified statement of fact or other evidence of a conversion issued by the keeper of corporate records for the home jurisdiction of a foreign entity registered or qualified to do business in Maryland.
(7)
“Documents evidencing a merger” include:
(a)
A certificate filed by a foreign unincorporated entity registered to do business in Maryland to correct or terminate the entity’s registration due to a merger; or
(b)
A certified statement of fact or other evidence of a merger issued by the keeper of corporate records for the home jurisdiction of a foreign entity registered or qualified to do business in Maryland.
(8)
“Effective date of filing” has the meaning referenced in Corporations and Associations Article, §1-206, Annotated Code of Maryland, and COMAR 18.04.07, unless otherwise provided by Maryland law.
(9)
“Foreign corporation or foreign entity” means a corporation or unincorporated entity formed under the laws of a jurisdiction other than Maryland.
(10)
“Merging entity” means an entity that ceases to exist as the result of a merger.
(11)
“Past due annual report” means:
(a)
An annual report due but not filed in a prior year; or
(b)
An annual report due but not filed in the current year where the effective date of filing is:
(i)
After April 15, unless all entities involved in a merger were granted an extension under Tax-Property Article, §14-704, Annotated Code of Maryland; or
(ii)
After June 15, if all entities involved in a merger were granted an extension under Tax-Property Article §14-704, Annotated Code of Maryland.
(12)
“Prior year” means any calendar year before the current year.
(13)
“Surviving entity” means the successor to a merger.
Regulation .02 Conversions.LinkCopy Citation
A.
The Department may not accept articles of conversion until all required annual reports have been filed and related filing fees and penalties have been paid through the current year if the converting entity is:
(1)
A Maryland domestic entity;
(2)
A foreign unincorporated entity registered to do business in Maryland; or
(3)
A foreign corporation qualified to do business in Maryland.
B.
The Department may not accept documents evidencing a conversion until all required annual reports have been filed and related filing fees and penalties have been paid through the current year if the converting entity is:
(1)
A foreign unincorporated entity registered to do business in Maryland; or
(2)
A foreign corporation qualified to do business in Maryland.
C.
If a converted entity is a Maryland domestic entity or a foreign entity which qualifies or registers to do business in Maryland, the converted entity will not be required to file an annual report until the calendar year immediately following the current year.
Regulation .03 Mergers.LinkCopy Citation
A.
The Department may accept articles of merger or documents evidencing a merger if the merging entity is not required to file an annual report for the current year.
B.
The Department may not accept articles of merger or documents evidencing a merger until all required annual reports have been filed and related filing fees and penalties have been paid by the merging entity through the current year if the surviving entity is:
(1)
A Maryland domestic entity formed on or after January 1 of the current year;
(2)
A foreign unincorporated entity registered to do business in Maryland on or after January 1 of the current year;
(3)
A foreign corporation qualified to do business in Maryland on or after January 1 of the current year; or
(4)
An entity that has already filed an annual report for the current year or is not required to file an annual report for the current year.
C.
The Department may not accept articles of merger or documents evidencing a merger until all past due annual reports have been filed and related filing fees and penalties have been paid by the merging entity if the surviving entity has not filed its annual report for the current year, and the surviving entity is:
(1)
A Maryland domestic entity formed prior to January 1 of the current year;
(2)
A foreign unincorporated entity registered to do business in Maryland prior to January 1 of the current year; or
(3)
A foreign corporation qualified to do business in Maryland prior to January 1 of the current year.