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Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 9A-1005

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual, receiver, trustee, guardian, personal representative, fiduciary, representative of any kind, corporation, partnership, business trust, statutory trust, limited liability company, firm, association, or other nongovernmental entity. See
  • state: means :

    (1) a state, possession, territory, or commonwealth of the United States; or

    (2) the District of Columbia. See
(a) Limited liability partnerships shall have:

(1) A principal office in the State; and

(2) A resident agent who shall be:

(i) A citizen of this State who resides in the State;

(ii) A Maryland corporation; or

(iii) A Maryland limited liability company.

(b) (1) A limited liability partnership may designate or change its resident agent or principal office by filing for record with the Department a statement signed by an authorized person which authorizes the designation or change.

(2) A limited liability partnership may change the address of its resident agent by filing for record with the Department a statement of the change signed by a person authorized by the limited liability partnership to execute such statements.

(3) A designation or change of a principal office or resident agent or address of the resident agent for a limited liability partnership under this subsection is effective when the Department accepts the statement for record.

(c) (1) A resident agent who changes addresses in this State may notify the Department of the change by filing for record with the Department a statement of the change signed by or on behalf of the resident agent.

(2) The statement shall include:

(i) The name of the limited liability partnership for which the change is effective;

(ii) The old and new addresses of the resident agent; and

(iii) The date on which the change is effective.

(3) If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the limited liability partnership, the statement may include a change of address of the principal office if:

(i) The resident agent notifies the limited liability partnership in writing; and

(ii) The statement recites that notice has been sent.

(4) The change of address of the resident agent or principal office is effective when the Department accepts the statement for record.

(d) (1) A resident agent may resign by filing with the Department a counterpart or photocopy of the signed resignation.

(2) Unless a later time is specified in the resignation, it is effective:

(i) At the time it is filed with the Department, if the limited liability partnership has appointed a successor resident agent; or

(ii) 10 days after it is filed with the Department, if the limited liability partnership has not appointed a successor resident agent.