Principal / Agent Law rule

What is the name of your state? California
Can someone please explain the Principal / Agent Law rule. I tried to find out but had trouble looking it up on the internet.

Thank You.

Tom

Tom Reid said:

What is the name of your state? Maryland

Can someone please explain the Principal / Agent Law rule. I tried to find out but had trouble looking it up on the internet.

Thank You.

Tom

Click to expand...

Sure! I'll just need you to explain the Kaluza Klein Theory to me first.

Thank You.

Tom Reid said:

What is the name of your state? Maryland

Can someone please explain the Principal / Agent Law rule. I tried to find out but had trouble looking it up on the internet.

Thank You.

Tom

Click to expand...

It sounds like you are looking for the state statute regarding fiduciary duties of principals and/or agents:

CORPORATIONS AND ASSOCIATIONS
TITLE 2. CORPORATIONS IN GENERAL -- FORMATION, ORGANIZATION, AND OPERATION
SUBTITLE 1. FORMATION AND POWERS

Md. CORPORATIONS AND ASSOCIATIONS Code Ann. § 2-108 (2003)

§ 2-108. Resident agent and principal office


(a) Required. -- Each Maryland corporation shall have:

(1) A principal office in this State; and

(2) At least one resident agent who shall be either:

(i) A citizen of this State who resides here; or

(ii) A Maryland corporation.

(b) Notice by corporation of designation or change of resident agent or address. --

(1) A corporation may designate or change its resident agent or principal office by filing for record with the Department a certified copy of a resolution of its board of directors which authorizes the designation or change.

(2) A corporation may change the address of its resident agent by filing for record with the Department a statement of the change signed by its president or one of its vice-presidents.

(3) A designation or change of a corporation's principal office or its resident agent or his address under this subsection is effective when the Department accepts the resolution or statement for record.

(c) Notice by resident agent of change of address. --

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

(2) The statement shall include:

(i) The names of the corporations for which the change is effective;

(ii) His old and new addresses; 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 corporation, the statement may include a change of address for the principal office if:

(i) The resident agent notifies the corporation in writing that the statement will be filed; and

(ii) The statement recites that he has done so.

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

(d) Resignation of resident agent. --

(1) A resident agent may resign by filing with the Department a counterpart or photocopy of his 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 corporation has more than one resident agent; or

(ii) Ten days after it is filed with the Department, if the corporation has only one resident agent.

HISTORY: An. Code 1957, art. 23, § 8; 1975, ch. 311, § 2.

MARYLAND LAW REVIEW. --For note discussing Hirsch v. Maryland Dep't of Natural Resources, 288 Md. 95, 416 A.2d 10 (1980), see 41 Md. L. Rev. 137 (1981).

SCOPE OF RESIDENT AGENT PROVISION. --Any provision enacted in an investment company statute that deals generally with resident agents would govern more than investment companies, since this article requires resident agents to be appointed for religious corporations, agricultural corporations, consumer cooperatives, and any other general corporation that exists for purposes other than investment. Migdal v. State, 358 Md. 308, 747 A.2d 1225 (2000).

CHANGE OF PRINCIPAL OFFICE. --The ways in which the principal office of a corporation can be changed are set forth in this section and § 2-602 of this article. O'Toole Tire Co. v. John B. Gaither, Jr., Inc., 216 Md. 54, 139 A.2d 252 (1958).
Where charter amendments changing the purpose clause and the amount of capital stock, in which it was recited that the corporation had moved its office, had been filed with the State Tax Commission (now State Department of Assessments and Taxation), but there had never been a resolution of the board of directors, either authorizing the change of the principal office as provided in this section, or amending the charter to effect such a change as provided in § 2-602 of this article, the theory of substantial compliance did not apply, and there had been no effective change of the residence of the corporation. O'Toole Tire Co. v. John B. Gaither, Jr., Inc., 216 Md. 54, 139 A.2d 252 (1958).

STATED IN Leung v. Nunes, 354 Md. 217, 729 A.2d 956 (1999).

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CORPORATIONS AND ASSOCIATIONS
TITLE 4A. LIMITED LIABILITY COMPANY ACT
SUBTITLE 4. RELATIONSHIP OF MEMBERS TO EACH OTHER

Md. CORPORATIONS AND ASSOCIATIONS Code Ann. § 4A-401 (2003)

§ 4A-401. Member as agent of company


(a) In general. --

(1) Except as provided in paragraph (3) of this subsection or in the operating agreement, each member is an agent of the limited liability company for the purpose of its business.

(2) Except as provided in paragraph (3) of this subsection, the act of each member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which the person is a member, binds the limited liability company, unless:

(i) The member so acting has in fact no authority to act for the limited liability company in the particular matter; and

(ii) The person with whom the member is dealing has actual knowledge of the fact that the member has no such authority.

(3) If the articles of organization contain a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited:

(i) No member of the limited liability company is an agent of the limited liability company solely by virtue of being a member, and no member has authority to act for the limited liability company solely by virtue of being a member; and

(ii) Each person dealing with a member is presumed to have knowledge that the member has no authority to act for the limited liability company solely by virtue of being a member.

(b) Agency established through proof or estoppel. -- Notwithstanding a provision in the articles of organization or operating agreement that the authority of a member to act for the limited liability company solely by virtue of being a member is limited, a person dealing with a member may establish:

(1) That the member is an agent of the limited liability company; or

(2) That the limited liability company should be estopped from denying that the member was its agent.

(c) Nonbinding acts. -- Unless the act of a member is authorized by the limited liability company, the act of a member that is not apparently for the carrying on of the business of the limited liability company in the usual way does not bind the limited liability company.

(d) Acts requiring unanimous consent or abandonment of business. -- Unless the members unanimously consent or unless all other members have abandoned the business, no member has authority to:

(1) Assign the property of the limited liability company in trust for creditors or on the assignee's promise to pay the debts of the limited liability company;

(2) Dispose of the goodwill of the business; or

(3) Do any other act which would make it impossible to carry on the ordinary business of the limited liability company.

HISTORY: 1992, ch. 536; 1997, ch. 659, § 1.

STATED IN Ak's Daks Communications, Inc. v. Maryland Sec. Div., 138 Md. App. 314, 771 A.2d 487 (2001), cert. denied, 365 Md. 473, 781 A.2d 778 (2001).