Maryland Dissolution Package to Dissolve Limited Liability Company LLC
LIMITED LIABILITY
COMPANY
DISSOLUTION
MARYLAND
STATUTORY REFERENCES
MARYLAND CODE, Corporations and Associations, Title 4A, Subtitle
9 (Dissolution, Forfeiture, and Reinstatement)
In Maryland a corporation may be dissolved either voluntarily or involuntarily.ÂÂ
THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
The MARYLAND CODE describes the dissolution of a limited liability company
as a change in the relationship between the members and not theÂÂ
winding up or the termination of the limited liability company.
On dissolution, the limited liability company is not terminated but
continues until terminated in accordance with the statutory provisions,
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
§ 4A-903; or
(4) Except as otherwise provided in the operating agreement, at the
time the limited liability company has had no members for a period of 90
consecutive days.
Unless otherwise provided in the articles of organization or the operating
agreement, the remaining members of a limited liability company may wind
up the affairs of the limited liability company.
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, however, that the
person with whom the member is dealing does not have actual knowledge or
actual notice of the dissolution.
On the winding up and termination of a limited liability company, the assets
must 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 provided by the operating agreement, to the members
in proportion to their respective capital interests, after the capital
interests are adjusted by:
(i) Adding to the members' capital interests their respective
shares of the profits of the limited liability company; and
(ii) Deducting from the members' capital interests their respective
shares of the losses of the limited liability company and all distributions
previously received by the members.
The remaining members of a limited liability company may cause articles
of dissolution to be filed with the State Department of Assessments and
Taxation at any time after dissolution and before termination. Articles
of dissolution must contain:
1. The name of the limited liability company;
2. The date of filing of the articles of organization and each amendment
thereto;
3. The date of the dissolution; and
4. Any other information the members determine.
A limited liability company is terminated on the later of:
(1) The date on which the State Department of Assessments and
Taxation accepts for record the articles of cancellation filed pursuant
to § 4A-909 of this subtitle; or
(2) The effective date of the articles of cancellation.
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.
Articles of cancellation must 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.
A limited liability company must file articles of cancellation for record
with the State Department of Assessments and Taxation:
(1) If there are known creditors of the limited liability company,
after 19 days following the sending of the required statutory notice; or
(2) If there are no known creditors, at any time.
The forfeiture of the right to do business in Maryland and the right
to the use of the name of a limited liability company 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 Maryland.
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