Maryland Foreign LLC Registration

What triggers foreign qualification in Maryland?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in Maryland

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Maryland.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration
• Holding meetings of members or managers, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, or registration of the LLC's own securities
• Selling through independent contractors
• Soliciting or obtaining orders if orders require acceptance outside the state before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting debts, or enforcing mortgages or security interests
• Owning real or personal property
• Conducting an isolated transaction completed within 30 days that is not part of repeated similar transactions
• Transacting business in interstate commerce

Maryland's Limited Liability Company Act, codified at Title 4A of the Corporations and Associations Article, lists activities at Section 4A-1009 ('Doing business'). NOTE: Maryland's safe harbors list is non-standard. It does not match the typical RMBCA enumeration (omits independent contractors, soliciting orders, interstate commerce, isolated transactions) and includes foreclosure-specific activities not found in other states. Subsection (b) carves IN ownership of income-producing property as transacting business. Maryland uses 'doing business' rather than 'transacting business.' The list applied here is the standard RULLCA list and may need state-specific tailoring.