House Bill 209, effective October 1, 2023, amends provisions of the Corporations and Associations Code to, among other things, prohibit the issuance of a stock certificate in bearer form, a certificate representing scrip in bearer form, and a membership interest in bearer form, to apply certain provisions to conversions, to clarify the authority of a corporation to hold meetings by remote communication, to authorize nonstock corporations to provide for the service of certain ex officio directors, and to provide for the procedure for the termination of a REIT.
Senate Bill 723, effective October 1, 2023, repeals a $1 per-page fee for electronic copies of certain documents recorded or filed with the State Department of Assessments and Taxation.
House Bill 999, effective July 1, 2023, repeals provisions that prohibit the State Department of Assessments and Taxation from accepting articles of dissolution and issuing a certificate of termination for certain corporations unless certain reports on personal property are filed with the Department.
House Bill 342 (cross-filed with Senate Bill 261), effective October 1, 2022, authorizes an LLC agreement and a partnership agreement to allow transfers of interests to non-members under certain circumstances.
House Bill 390 (cross-filed with Senate Bill 447), effective October 1, 2022, prohibits the use or maintenance of an improper or outdated address in documents filed for inclusion in records of the State Department of Assessments and Taxation, authorizes real property owners to report the improper use of their address, and provides further procedures after the filing of the report.
House Bill 853 (cross-filed with Senate Bill 125), effective October 1, 2022, provides that nonstock corporations and religious corporations only have to file the seven most recently due annual reports when filing articles of revival and past-due annual reports online.
House Bill 996 (cross-filed with Senate Bill 87), effective October 1, 2022, establishes a procedure by which a corporation may ratify a defective corporate act.
House Bill 999 (cross-filed with Senate Bill 431), effective October 1, 2022, enacts various amendments to the Corporations & Associations law including amendments regarding corporations with a limited duration, electronic transmission of a director’s dissent, insurance for service relating to an LLC, remote meetings, parent-subsidiary mergers, abandonment of mergers, and dissolution.
Senate Bill 320, effective October 1, 2021, amends the Corporations and Associations article regarding the State Department of Assessments and Taxation acting as resident agent for foreign corporations.
Senate Bill 263 (cross filed with House Bill 781), effective October 1, 2021, amends the Corporations and Associations article regarding, among other things, forum selection clauses, reverse stock splits, removal of officers, meetings held by remote communication, issuance of stock, and amendments by directors.
House Bill 647, effective July 1, 2021, repeals the fees that were charged to business entities for filing articles of dissolution, certificates of cancellation, and articles of termination.
House Bill 668 and Senate Bill 469, effective October 1, 2020, provide, among things, that certain articles of incorporation may contain a future effective date, and makes changes regarding the approval of transactions of corporations registered as open end investment companies under the Investment Company Act.
House Bill 983 and Senate Bill 888, effective October 1, 2020, amend the LLC law to provide, among other things, that a personal representative or guardian of the last member shall automatically be admitted as a new member, unless certain actions are taken, to provide for winding up of the affairs of the LLC under certain circumstances, and to provide that an application for registration of a foreign LLC that is a series company must state that it is a series company.
Senate Bill 115, effective July 1, 2020, changes the name of the information report required to be filed by domestic and foreign business entities from a personal property report to an annual report.
Executive Order 34 facilitates meetings of stockholders of corporations and REITS by remote communication.
Case summaries
Forfeited LLC
Bacharach v. Star K Certification, No. 1142, decided September 19, 2022. The Maryland Court of Special Appeals held that it found no support in Maryland law to find that a forfeited LLC may maintain a lawsuit, even within the winding up process. Although the LLC filed its lawsuit before it was forfeited by the Department of Assessment and Taxation, it may not now maintain the lawsuit.
Court of Appeals Upholds Substituted Service of Process on State Agency Where Entity Fails to Comply with Resident Agent Requirement
Mayor & City Council of Baltimore v. Prime Realty Associates, LLC, No. 53, decided March 12, 2020. The Maryland Court of Appeals upheld service on an LLC pursuant to Rule 3-124(o), which provides that service of process may be made on a corporation, LLC, or other entity required to maintain a resident agent by serving the State Department of Assessments and Taxation (SDAT) if the entity does not have a resident agent, or the resident agent is no longer at the statutory address maintained by the SDAT, or two good faith attempts to serve the resident agent fail. The plaintiff brought a receivership action against a Maryland LLC and attempted to serve the individual the LLC appointed as its resident agent at the address on file with the SDAT. However the resident agent had changed his address but the LLC failed to update the address with the SDAT. After its attempts to serve the resident agent failed, the plaintiff served the SDAT. The LLC failed to appear and a receiver was appointed, who sold the LLC’s property. The LLC then appealed, claiming service on the SDAT violated its due process rights.
The Maryland Court of Appeals held that serving the LLC by service on the SDAT was valid. In finding that the LLC’s due process rights were not violated, the court pointed out that the LLC failed to fulfill its statutory obligation to update the SDAT’s records when its resident agent’s address changed. The court also noted that Maryland has had a rule similar to Rule 3-124(o) for 83 years and it had never been challenged. The court also found that the fact that the plaintiff had a post office box address for the LLC did not make service on the SDAT invalid as it did not mean the plaintiff knew that the resident agent’s address on file was not an accurate address.
Other notices
There are no new notices at this time.