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PARRIS N. GLENDENING, Governor
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Ch. 514
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circumstances; permitting the operating agreement of a limited liability
company to include a certain provision; prohibiting the termination of a person's
membership in a limited liability company from causing the limited liability
company to be dissolved or to wind up its affairs under certain circumstances;
providing that a limited liability company continues to exist following the
termination of a person's membership under certain circumstances; and
generally relating to the membership and activities of limited liability
companies.
BY repealing and reenacting, with amendments,
Article — Corporations and Associations
Section 4A-101(n), 4A-201, 4A-601, and 4A-902
Annotated Code of Maryland
(1999 Replacement Volume and 2001 Supplement)
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:
Article - Corporations and Associations
4A-101.
(n) (1) "Member" means a person with an interest in a limited liability
company with the rights and obligations specified under this title.
(2) "MEMBER" INCLUDES A PERSON WHO HAS BEEN ADMITTED AS A
MEMBER OF A LIMITED LIABILITY COMPANY ORGANIZED IN THE STATE OR A
FOREIGN LIMITED LIABILITY COMPANY.
4A-201.
A limited liability company may be organized under this title and may conduct
[business in any state for any lawful purpose,] ACTIVITIES IN ANY STATE RELATED
TO ANY LAWFUL BUSINESS, PURPOSE, INVESTMENT, OR ACTIVITY, WHETHER OR NOT
FOR PROFIT, except the business of acting as an insurer.
4A-601.
(a) A person becomes a member of a limited liability company:
(1) At the time the limited liability company is formed; or
(2) At any later time specified in the operating agreement.
(b) After the formation of a limited liability company, a person may be
admitted as a member:
(1) In the case of a person acquiring a membership interest directly from
the limited liability company, upon compliance with the operating agreement or, if the
operating agreement does not so provide, upon the unanimous consent of the
members; or
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- 3931 -
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