2010 Maryland Code
CORPORATIONS AND ASSOCIATIONS
TITLE 4A - LIMITED LIABILITY COMPANY ACT
Subtitle 1 - Definitions
Section 101 - Definitions.

§ 4A-101. Definitions.
 

(a)  In general.- In this title the following terms have the meanings indicated. 

(b)  Articles of organization.- "Articles of organization" means the articles of organization filed with the Department for the purpose of forming a limited liability company as specified in § 4A-204 of this title and includes all amendments and restatements of them. 

(c)  Authorized person.- "Authorized person" means any person, whether or not a member, who is authorized by the articles of organization, by an operating agreement, or otherwise, to execute or file a document required or permitted to be executed or filed on behalf of a limited liability company or foreign limited liability company under this title, or to otherwise act as an agent of the limited liability company. 

(d)  Bankrupt.- "Bankrupt" means bankrupt under the federal Bankruptcy Code as amended or insolvent under any state insolvency act. 

(e)  Capital contribution.- "Capital contribution" means anything of value that a person contributes as capital to the limited liability company in that person's capacity as a member, including cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. 

(f)  Capital interest.- "Capital interest" means the fair market value, as of the date contributed, of a member's capital contribution, whether or not returned to the member. 

(g)  Corporation.- "Corporation" means a Maryland corporation or a foreign corporation as defined in § 1-101 of this article. 

(h)  Court.- "Court" includes every court having jurisdiction in the case. 

(i)  Foreign limited liability company.- "Foreign limited liability company" means a limited liability company formed under the laws of a state other than the State of Maryland. 

(j)  Interest.- "Interest" means a member's share of the profits and losses of the limited liability company and the right to receive distributions from the limited liability company. 

(k)  Limited liability company; domestic limited liability company.- "Limited liability company" or "domestic limited liability company" means a permitted form of unincorporated business organization which is organized and existing under this title. 

(l)  Limited partnership.- "Limited partnership" means a Maryland limited partnership or foreign limited partnership as defined in § 10-101 of this article. 

(m)  Member.-  

(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. 

(n)  Operating agreement.- "Operating agreement" means the agreement and any amendments thereto, of the members as to the affairs of a limited liability company and the conduct of its business. 

(o)  Partnership.- "Partnership" means a partnership formed under the laws of this State, any other state, or under the laws of a foreign country. 

(p)  Professional service.-  

(1) "Professional service" has the meaning stated in § 5-101 of this article. 

(2) "Professional service" includes a service provided by: 

(i) An architect; 

(ii) An attorney; 

(iii) A certified public accountant; 

(iv) A chiropractor; 

(v) A dentist; 

(vi) An osteopath; 

(vii) A physician; 

(viii) A podiatrist; 

(ix) A professional engineer; 

(x) A psychologist; 

(xi) A licensed real estate broker, licensed associate real estate broker, or licensed real estate salesperson; or 

(xii) A veterinarian. 

(q)  State.- "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. 
 

[1992, ch. 536; 1993, ch. 459, §§ 1, 2; 1996, ch. 657; 1997, ch. 654, § 2; 2000, ch. 692; 2002, ch. 514; 2003, ch. 21, § 1; 2007, ch. 5, § 7; 2010, ch. 611, § 2.]