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| lexflow:md:business [2026/10/10 01:20] – lexflow: Claude-checked process model and local answers alibama | lexflow:md:business [2026/10/10 09:02] (current) – lexflow: Claude-checked process model and local answers alibama |
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| //Generated by [[https://github.com/alibama/lexflow|lexflow]] from the state statutes (open-us-law, government publisher text) and checked by Claude: every quoted phrase was matched word for word against the statute text, and the process passed the BPMN/DMN schemas, bpmnlint and a Petri-net soundness check. Information, not legal advice.// | //Generated by [[https://github.com/alibama/lexflow|lexflow]] from the state statutes (open-us-law, government publisher text) and checked by Claude: every quoted phrase was matched word for word against the statute text, and the process passed the BPMN/DMN schemas, bpmnlint and a Petri-net soundness check. Information, not legal advice.// |
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| **Governing law:** [[https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca§ion=4A-202&enactments=false|Md. Code, Corporations and Associations § 4A-202]] — –202. | **Governing law:** [[https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca§ion=4A-202&enactments=false|Md. Code, Corporations and Associations § 4A-202]] |
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| ===== Process map ===== | ===== Process map ===== |
| - **Collect the $100 processing fee** — State Department of Assessments and Taxation · //obligation// (§ 1-203(b)(4)) \\ “//For each of the following documents recorded or filed the nonrefundable processing fee is $100//” | - **Collect the $100 processing fee** — State Department of Assessments and Taxation · //obligation// (§ 1-203(b)(4)) \\ “//For each of the following documents recorded or filed the nonrefundable processing fee is $100//” |
| - **Accept no nonconforming or unpaid articles** — State Department of Assessments and Taxation · //prohibition// (§ 4A-207(a)(1)) \\ “//The Department may not accept for record or filing any document of a limited liability company that does not conform with law.//” | - **Accept no nonconforming or unpaid articles** — State Department of Assessments and Taxation · //prohibition// (§ 4A-207(a)(1)) \\ “//The Department may not accept for record or filing any document of a limited liability company that does not conform with law.//” |
| - **Endorse acceptance with date and time** — State Department of Assessments and Taxation · //obligation// (§ 4A-207(c)(1)) \\ “//Endorse on the document its acceptance for record and the date and time of acceptance//” | - **Endorse acceptance with date and time** — State Department of Assessments and Taxation · //obligation// (§ 4A-207%%(c)%%(1)) \\ “//Endorse on the document its acceptance for record and the date and time of acceptance//” |
| - **Record the articles promptly** — State Department of Assessments and Taxation · //obligation// (§ 4A-207(c)(2)) \\ “//Record promptly the document//” | - **Record the articles promptly** — State Department of Assessments and Taxation · //obligation// (§ 4A-207%%(c)%%(2)) \\ “//Record promptly the document//” |
| - **Send acknowledgment of acceptance** — State Department of Assessments and Taxation · //obligation// (§ 4A-207(c)(3)) \\ “//Send an acknowledgment to the limited liability company, its attorney, or its agent stating the date and time that the document was accepted for record//” | - **Send acknowledgment of acceptance** — State Department of Assessments and Taxation · //obligation// (§ 4A-207%%(c)%%(3)) \\ “//Send an acknowledgment to the limited liability company, its attorney, or its agent stating the date and time that the document was accepted for record//” |
| - **File trade name certificate before trading** — The limited liability company, its attorney, or its agent · //obligation// (§ 1-406(a)) \\ “//engaged in any mercantile, trading, or manufacturing business as an agent or doing business or trading under any designation, title, or name other than the person’s own name, prior to commencing operation of the business, shall file with the Department a certificate//” | - **File trade name certificate before trading** — The limited liability company, its attorney, or its agent · //obligation// (§ 1-406(a)) \\ “//engaged in any mercantile, trading, or manufacturing business as an agent or doing business or trading under any designation, title, or name other than the person’s own name, prior to commencing operation of the business, shall file with the Department a certificate//” |
| - **Collect $25 trade name recording fee** — State Department of Assessments and Taxation · //obligation// (§ 1-406(e)(1)) \\ “//$25 for recording the certificates under this section//” | - **Collect $25 trade name recording fee** — State Department of Assessments and Taxation · //obligation// (§ 1-406(e)(1)) \\ “//$25 for recording the certificates under this section//” |
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| ^ Organized for a nonprofit or charitable purpose ^ Owners render a licensed professional service ^ Number of owners ^ Owners want protection from the business's debts ^ Plans to sell shares to outside investors ^ Some co-owners will be passive investors only ^ → Business structure ^ → What is filed with the state, and where ^ → State filing fee ^ Source ^ | ^ Organized for a nonprofit or charitable purpose ^ Owners render a licensed professional service ^ Number of owners ^ Owners want protection from the business's debts ^ Plans to sell shares to outside investors ^ Some co-owners will be passive investors only ^ → Business structure ^ → What is filed with the state, and where ^ → State filing fee ^ Source ^ |
| | true | - | - | - | - | - | Nonstock (nonprofit) corporation | Articles of incorporation whose charter provides the corporation has no authority to issue capital stock, filed for record with the State Department of Assessments and Taxation | $100 + $20 organization and capitalization fee ($120), or $150 + $20 ($170) for a 501(c)(3), (4) or (6) nonprofit | § 5-202(a) | | | true | - | - | - | - | - | Nonstock (nonprofit) corporation | Articles of incorporation whose charter provides the corporation has no authority to issue capital stock, filed for record with the State Department of Assessments and Taxation | $100 + $20 organization and capitalization fee ($120), or $150 + $20 ($170) for a 501%%(c)%%(3), (4) or (6) nonprofit | § 5-202(a) | |
| | - | true | - | true | - | - | Professional corporation (a limited liability company may also render professional services; Maryland has no separate professional LLC form; architects, professional engineers, real estate licensees and veterinarians may instead use an ordinary corporation, § 5-102(a)(3)) | Articles of incorporation stating that the corporation is a professional corporation and the professional services it renders, filed for record with the State Department of Assessments and Taxation | $100 plus the organization and capitalization fee (See 1-204) | § 5-112(a) | | | - | true | - | true | - | - | Professional corporation (a limited liability company may also render professional services; Maryland has no separate professional LLC form; architects, professional engineers, real estate licensees and veterinarians may instead use an ordinary corporation, § 5-102(a)(3)) | Articles of incorporation stating that the corporation is a professional corporation and the professional services it renders, filed for record with the State Department of Assessments and Taxation | $100 plus the organization and capitalization fee (See 1-204) | § 5-112(a) | |
| | - | - | - | true | true | - | Stock corporation | Articles of incorporation signed and acknowledged by one or more adult incorporators, filed for record with the State Department of Assessments and Taxation | $100 plus the organization and capitalization fee (See 1-204) | § 2-102(a) | | | - | - | - | true | true | - | Stock corporation | Articles of incorporation signed and acknowledged by one or more adult incorporators, filed for record with the State Department of Assessments and Taxation | $100 plus the organization and capitalization fee (See 1-204) | § 2-102(a) | |
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| * The filing path models the LLC; corporations follow the parallel procedure in §§ 1-201 and 1-202 (not printed here), and limited partnerships are formed, and partnerships qualify as LLPs, at filing of their certificates (§ 10-201(b), § 9A-1001(b)). | * The filing path models the LLC; corporations follow the parallel procedure in §§ 1-201 and 1-202 (not printed here), and limited partnerships are formed, and partnerships qualify as LLPs, at filing of their certificates (§ 10-201(b), § 9A-1001(b)). |
| * Maryland does not issue a 'certificate of organization': the Department endorses its acceptance, records the articles and sends an acknowledgment (§ 4A-207(c)); the LLC exists from acceptance or a later time stated in the articles, if there has been substantial compliance (§ 4A-202(b)). | * Maryland does not issue a 'certificate of organization': the Department endorses its acceptance, records the articles and sends an acknowledgment (§ 4A-207%%(c)%%); the LLC exists from acceptance or a later time stated in the articles, if there has been substantial compliance (§ 4A-202(b)). |
| * Formation happens at the acceptance the Department endorses (endorse_acceptance) or a later time in the articles; the single 'LLC formed' end event sits after the acknowledgment (and after the trade name certificate is recorded, when one is needed) only because a BPMN end event cannot mark a midpoint without an unsound parallel split, and the acknowledgment states the acceptance date and time (§ 4A-207(c)(3)). The optional trade name branch rejoins the main path through an exclusive merge in front of that end event, so a company that trades under another name is still shown as formed. | * Formation happens at the acceptance the Department endorses (endorse_acceptance) or a later time in the articles; the single 'LLC formed' end event sits after the acknowledgment (and after the trade name certificate is recorded, when one is needed) only because a BPMN end event cannot mark a midpoint without an unsound parallel split, and the acknowledgment states the acceptance date and time (§ 4A-207%%(c)%%(3)). The optional trade name branch rejoins the main path through an exclusive merge in front of that end event, so a company that trades under another name is still shown as formed. |
| * § 4A-207(a) and (b) are prohibitions (the Department may not accept nonconforming or unpaid documents); the review that applies them is implied, not stated. Under § 4A-207(a)(2) the Department may treat a document that purports to be acknowledged as properly acknowledged. | * § 4A-207(a) and (b) are prohibitions (the Department may not accept nonconforming or unpaid documents); the review that applies them is implied, not stated. Under § 4A-207(a)(2) the Department may treat a document that purports to be acknowledged as properly acknowledged. |
| * The naming rules of Title 1, Subtitle 5 that § 4A-208 applies to the articles are not printed here; the 'name_complies' input stands for them. | * The naming rules of Title 1, Subtitle 5 that § 4A-208 applies to the articles are not printed here; the 'name_complies' input stands for them. |
| * The stock-corporation organization and capitalization fee under § 1-204(c)(1) depends on the aggregate par value of the capital stock, so the stock and professional corporation fee cells say 'See 1-204'. | * The stock-corporation organization and capitalization fee under § 1-204%%(c)%%(1) depends on the aggregate par value of the capital stock, so the stock and professional corporation fee cells say 'See 1-204'. |
| * The limited partnership rule fires before the LLC rule (the comparison table's fixed priority) whenever protection and passive co-owners are both wanted, although its general partner stays exposed (§ 10-403); the output points owners who all need protection to the LLC. | * The limited partnership rule fires before the LLC rule (the comparison table's fixed priority) whenever protection and passive co-owners are both wanted, although its general partner stays exposed (§ 10-403); the output points owners who all need protection to the LLC. |
| * § 5-102(a)(2) says a corporation eligible to be a professional corporation may not organize under any other corporate form (with the § 5-102(a)(3) exceptions); whether that bars choosing an LLC instead is not settled by the printed text, which speaks only of 'corporate form'. | * § 5-102(a)(2) says a corporation eligible to be a professional corporation may not organize under any other corporate form (with the § 5-102(a)(3) exceptions); whether that bars choosing an LLC instead is not settled by the printed text, which speaks only of 'corporate form'. |
| * State tax registration (Comptroller), employer registration and the annual report ($300, § 1-203(b)(3)(ii)) follow formation and are not modelled. | * State tax registration (Comptroller), employer registration and the annual report ($300, § 1-203(b)(3)(ii)) follow formation and are not modelled. |
| * Once the LLC is formed it is the person doing business, so the company files the trade name certificate (§ 1-406(a)), which must give the Department's identification number for the business (§ 1-406(a)(3)(iv)). § 1-406(a) also requires the certificate from anyone engaged in a mercantile, trading, or manufacturing business as an agent, even under its own name. | * Once the LLC is formed it is the person doing business, so the company files the trade name certificate (§ 1-406(a)), which must give the Department's identification number for the business (§ 1-406(a)(3)(iv)). § 1-406(a) also requires the certificate from anyone engaged in a mercantile, trading, or manufacturing business as an agent, even under its own name. |
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| | ===== Court decisions citing this law ===== |
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| | //Found with [[https://www.courtlistener.com|CourtListener]] (Free Law Project): opinions in the state's appellate courts whose text cites these sections. Listed for research; not every citing case construes the section.// |
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| | * [[https://www.courtlistener.com/opinion/7974191/hartford-accident-indemnity-co-v-scarlett-harbor-associates-ltd/|Hartford Accident & Indemnity Co. v. Scarlett Harbor Associates Ltd. Partnership]] (Court of Special Appeals of Maryland, 1996, 109 Md. App. 217; 674 A.2d 106; 1996 Md. App. LEXIS 56) — cites § Corporations and Associations § 1-203 |
| | * [[https://www.courtlistener.com/opinion/7974191/hartford-accident-indemnity-co-v-scarlett-harbor-associates-ltd/|Hartford Accident & Indemnity Co. v. Scarlett Harbor Associates Ltd. Partnership]] (Court of Special Appeals of Maryland, 1996, 109 Md. App. 217; 674 A.2d 106; 1996 Md. App. LEXIS 56) — cites § Corporations and Associations § 5-202 |
| | * [[https://www.courtlistener.com/opinion/1529634/hecht-v-resolution-trust-corp/|Hecht v. Resolution Trust Corp.]] (Court of Appeals of Maryland, 1994, 635 A.2d 394; 333 Md. 324; 1994 Md. LEXIS 9) — cites § Corporations and Associations § 5-102 |
| | * [[https://www.courtlistener.com/opinion/4523099/blackstone-v-sharma/|Blackstone v. Sharma]] (Court of Appeals of Maryland, 2018, 191 A.3d 1188; 461 Md. 87) — cites § Corporations and Associations § 1-101 |
| | * [[https://www.courtlistener.com/opinion/1922223/mayor-of-baltimore-v-chase/|Mayor of Baltimore v. Chase]] (Court of Appeals of Maryland, 2000, 756 A.2d 987; 360 Md. 121; 2000 Md. LEXIS 457) — cites § Corporations and Associations § 1-203 |
| | * [[https://www.courtlistener.com/opinion/10020970/plank-v-cherneski/|Plank v. Cherneski]] (Court of Appeals of Maryland, 2020, 231 A.3d 436; 469 Md. 548) — cites § Corporations and Associations § 4A-202 |
| | * [[https://www.courtlistener.com/opinion/1501692/klein-v-weiss/|Klein v. Weiss]] (Court of Appeals of Maryland, 1978, 395 A.2d 126; 284 Md. 36; 1978 Md. LEXIS 450) — cites § Corporations and Associations § 5-102 |
| | * [[https://www.courtlistener.com/opinion/2180448/renbaum-v-custom-holding-inc/|Renbaum v. Custom Holding, Inc.]] (Court of Appeals of Maryland, 2005, 871 A.2d 554; 386 Md. 28; 2005 Md. LEXIS 170) — cites § Corporations and Associations § 1-203 |
| | * [[https://www.courtlistener.com/opinion/2323867/ramlall-v-mobilepro-corp/|Ramlall v. Mobilepro Corp.]] (Court of Special Appeals of Maryland, 2011, 30 A.3d 1003; 202 Md. App. 20; 2011 Md. App. LEXIS 153) — cites § Corporations and Associations § 1-101 |
| | * [[https://www.courtlistener.com/opinion/2077252/price-v-upper-chesapeake-health-ventures/|Price v. Upper Chesapeake Health Ventures]] (Court of Special Appeals of Maryland, 2010, 995 A.2d 1054; 192 Md. App. 695; 2010 Md. App. LEXIS 86) — cites § Corporations and Associations § 1-101 |
| | * [[https://www.courtlistener.com/opinion/2310622/danielewicz-v-arnold/|Danielewicz v. Arnold]] (Court of Special Appeals of Maryland, 2001, 769 A.2d 274; 137 Md. App. 601; 2001 Md. App. LEXIS 64) — cites § Corporations and Associations § 1-101 |
| | * [[https://www.courtlistener.com/opinion/2160497/toner-v-baltimore-envelope-co/|Toner v. Baltimore Envelope Co.]] (Court of Appeals of Maryland, 1985, 498 A.2d 642; 304 Md. 256; 1985 Md. LEXIS 878) — cites § Corporations and Associations § 1-204 |
| | * [[https://www.courtlistener.com/opinion/1511364/shah-v-healthplus-inc/|Shah v. HealthPlus, Inc.]] (Court of Special Appeals of Maryland, 1997, 696 A.2d 473; 116 Md. App. 327; 1997 Md. App. LEXIS 111) — cites § Corporations and Associations § 1-101 |
| | * [[https://www.courtlistener.com/opinion/1951824/williams-v-anne-arundel-county/|Williams v. Anne Arundel County]] (Court of Appeals of Maryland, 1994, 638 A.2d 74; 334 Md. 109; 1994 Md. LEXIS 60) — cites § Corporations and Associations § 5-202 |
| | * [[https://www.courtlistener.com/opinion/10048658/mas-associates-v-korotki/|MAS Associates v. Korotki]] (Court of Appeals of Maryland, 2019, 465 Md. 457) — cites § Corporations and Associations § 4A-202 |
| | * [[https://www.courtlistener.com/opinion/1467603/koontz-v-association-of-classified-employees/|Koontz v. Association of Classified Employees]] (Court of Appeals of Maryland, 1983, 467 A.2d 753; 297 Md. 521; 1983 Md. LEXIS 319; 118 L.R.R.M. (BNA) 3415) — cites § Corporations and Associations § 5-202 |
| | * [[https://www.courtlistener.com/opinion/2404215/mountain-manor-realty-inc-v-buccheri/|Mountain Manor Realty, Inc. v. Buccheri]] (Court of Special Appeals of Maryland, 1983, 461 A.2d 45; 55 Md. App. 185; 1983 Md. App. LEXIS 312) — cites § Corporations and Associations § 1-204 |
| | * [[https://www.courtlistener.com/opinion/1500806/utica-mutual-insurance-v-gaithersburg-washington-grove-fire-department/|Utica Mutual Insurance v. Gaithersburg-Washington Grove Fire Department, Inc.]] (Court of Special Appeals of Maryland, 1983, 455 A.2d 987; 53 Md. App. 589; 1983 Md. App. LEXIS 224) — cites § Corporations and Associations § 1-203 |
| | * [[https://www.courtlistener.com/opinion/2681083/prince-georges-co-v-zimmer-development/|Prince George's Co. v. Zimmer Development]] (Court of Special Appeals of Maryland, 2014, 217 Md. App. 310; 92 A.3d 601; 2014 Md. App. LEXIS 50) — cites § Corporations and Associations § 1-101 |
| | * [[https://www.courtlistener.com/opinion/1518440/atlantic-golf-ltd-partnership-v-maryland-economic-development-corp/|Atlantic Golf, Ltd. Partnership v. Maryland Economic Development Corp.]] (Court of Appeals of Maryland, 2003, 832 A.2d 207; 377 Md. 115; 2003 Md. LEXIS 615) — cites § Corporations and Associations § 1-101 |
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| ===== Checks ===== | ===== Checks ===== |
| ===== Local answers ===== | ===== Local answers ===== |
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| * [[lexflow:md:baltimore|City of Baltimore]] | * [[lexflow:md:baltimore:business|City of Baltimore]] |
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| ← [[lexflow:start|lexflow models]] | ← [[lexflow:md|Maryland]] · [[lexflow:start|lexflow models]] |
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