Limited Liability Company – General – Maryland
Related Maryland Legal Forms
In Maryland a limited liability company (LLC) may be organized for any lawful purpose or purposes and is subject to the provisions of the Maryland Limited Liability Company Act (Act).
A LLC which is organized for the purpose of rendering professional services is subject to the Act and is particularly subject to its special provisions regarding companies performing professional services. Those special provisions include reference to additional controlling provisions of the Maryland Code that are applicable to professional corporations.
In addition to the various statutory provisions applicable to LLCs which are formed to engage in rendering of professional services, a LLC formed to engage in the practice of dentistry and the individual members of the LLC are subject to the rules and regulations of the State Board of Dental Examiners of the State of Maryland.
The following discussion includes the applicable provisions of both the Maryland Limited Liability Company Act and the Maryland Professional Corporation Act.
A “limited liability company” is a permitted form of unincorporated business organization which is organized and existing under the Maryland Limited Liability Company Act.
A “member” is a person with an interest in a limited liability company with the rights and obligations specified under the Maryland Limited Liability Company Act.
“Professional service” is defined in the Maryland Professional Corporation Act and includes services provided by a dentist.
Purpose and Powers
A limited liability company may be organized for any lawful purpose, except the business of acting as an insurer. Unless otherwise provided by law or its articles of organization, a limited liability company has the general powers, whether or not set forth in its articles of organization, to render professional services within or without Maryland.
Nothing in the Maryland Limited Liability Company Act restricts or limits the authority and duty of a regulatory body that licenses professionals within Maryland to license persons who render professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory body.
The name of a limited liability company must comply with the requirements of the Maryland Professional Corporation Act. That act requires that the name of a professional corporation include:
1. The word “chartered”;
2. The abbreviation “chtd.”;
3. The words “professional association”;
4. The abbreviation “PA.”;
5. The words “Professional corporation”; or
6. The abbreviation “PC”.
Further, the Maryland Professional Corporation Act requires that the name must contain the surname of one or more stockholders of the corporation unless:
1. The name of the corporation is approved by the appropriate licensing unit;
2. A certificate of authorization for use of the corporate name is issued to the corporation or to its incorporator by the appropriate licensing unit; and
3. The certificate of authorization for use of the corporate name issued by the licensing unit is attached to the articles of incorporation document in which the name is adopted.
A professional corporation or its incorporator must file an application with the appropriate licensing unit, using a form provided by the licensing unit, requesting approval of a name for a professional corporation.
Principal Office and Resident Agent
A limited liability company must have a principal office in Maryland and at least one resident agent. The registered agent must be a citizen of the Maryland who resides in Maryland, a Maryland corporation, or a Maryland limited liability company.
A resident agent may resign at any time upon notification of the resignation to the LLC and the State Department of Assessments and Taxation.
Disposition of LLC Interest
Unless the operating agreement provides otherwise, if the limited liability company is not dissolved after a member ceases to be a member, then, within a reasonable time after a person has ceased to be a member, the limited liability company may elect to pay to that person or that person’s successor in interest the fair value of that person’s interest.
Unless otherwise agreed, the members of the limited liability company continuing the business following the withdrawal of a member will be deemed to have entered into an operating agreement containing the same terms and conditions as those contained in the operating agreement in effect immediately prior to the withdrawal.
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