LLC Administrative Dissolution and Involuntary Termination in Maryland

At a glance

Requirements one by one

Three lists and the proclamation

Md. Code, Corps. & Ass’ns § 4A-911 assigns different starting tasks. The Comptroller certifies LLCs with the covered overdue tax; the Secretary of Labor certifies unpaid unemployment insurance contributions or reimbursement payments; and the Department of Assessments and Taxation certifies LLCs missing the prior year's annual report or covered tax. Each list is certified immediately after September 30. The Comptroller and Labor Secretary mail their own warnings when certifying. Under § 4A-911(d), the Department then proclaims forfeiture of each listed LLC's right to do business and use its name as of the proclamation date, without a court proceeding.

Notice and return to status

Section 4A-912(a) directs the Department to mail each named LLC notice of the proclamation within ten days after issuance. That is notice of an action already taken. The LLC can restore its business and name rights as of the forfeiture date by filing the report and paying the applicable taxes, contributions, reimbursements, interest, and penalties within 60 days after the proclamation under § 4A-912(b). If the listing was mistaken, § 4A-913 lets the Department issue a corrective proclamation restoring the rights as if they had remained effective throughout.

Section 4A-915 provides a later articles-of-reinstatement route. Section 4A-916 states the articles' name, principal-office, and resident-agent details. Before the Department accepts them, § 4A-917 requires all reports that were or would have been due and the named contributions, taxes, interest, and penalties. Under § 4A-918, acceptance is conclusive evidence of reinstatement except in a proceeding by the State or a political subdivision.

After forfeiture

Section 4A-920 preserves the validity of LLC contracts and acts made before or after forfeiture and permits the LLC to defend an action, suit, or proceeding in a Maryland court. That preservation does not itself restore the separate right to do business or use the LLC name forfeited by § 4A-911(d).

What trips people up

The 60-day restoration clock starts on issuance of the proclamation, not receipt of the Department's later mailing (§ 4A-912). Tax and Labor warning letters also differ from the post-proclamation notice. For an annual-report omission, § 4A-911(c) puts the LLC on the Department's list before the proclamation.

Common questions

Does a missed report alone instantly forfeit the LLC's rights? No. Section 4A-911(c) directs certification after September 30; subsection (d) makes the subsequent proclamation the forfeiture event.

Can the LLC defend an existing Maryland lawsuit? Yes. Section 4A-920 expressly preserves that defense.

Statutes and sources

• Md. Code, Corps. & Ass’ns § 4A-911 — official text excerpt: “(a) (1) Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland limited liability company that has not paid a tax due before October 1 of the year after the tax became due.” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-912 — official text excerpt: “(a) Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each limited liability company named in it. The notice shall be addressed to the limited liability company at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department.” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-913 — official text excerpt: “(a) If the Department is satisfied that a limited liability company named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 4A–911 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records.” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-915 — official text excerpt: “The authority to do business in Maryland of any limited liability company that is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be reinstated by filing articles of reinstatement with the Department.” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-916 — official text excerpt: “Articles of reinstatement shall include:” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-917 — official text excerpt: “The Department may not accept articles of reinstatement for record unless:” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-918 — official text excerpt: “Except in a proceeding by this State or any of its political subdivisions, the acceptance of articles of reinstatement for record by the Department is conclusive evidence of:” (source, accessed 2026-09-26).
• Md. Code, Corps. & Ass’ns § 4A-920 — official text excerpt: “The forfeiture of the right to do business in Maryland and the right to the use of the name of the limited liability company under this title 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 this State.” (source, accessed 2026-09-26).