reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  2-208 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-208 - Classification or Reclassification of Unissued Stock by Board

    (a)    (1)    If, under a power contained in the charter, the board of directors classifies or reclassifies any unissued stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, the board shall file articles supplementary for record with the Department.        (2)    The board may not issue any of the stock that is classified or reclassified prior to the time the articles supplementary are effective, as provided in this section.    (b)    Articles supplementary shall include:        (1)    A description of the stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set or changed by the board of directors; and        (2)    A statement that the stock has been classified or reclassified by the board of directors under the authority contained in the charter.    (c)    Articles supplementary shall be executed in the manner required by Title 1 of this article.    (d)    Articles supplementary are effective as of the later of:        (1)    The time the Department accepts the articles for record; or        (2)    The time established under the articles, not to exceed 30 days after the articles are accepted for record.    (e)    Notwithstanding subsection (a)(2) of this section:        (1)    The stock issued by a corporation prior to the time the articles supplementary with respect to the stock are effective shall cease to be voidable as a result of the failure to file the articles supplementary at the time the articles supplementary become effective; and        (2)    A right or liability accrued by reason of the issuance of stock by a corporation prior to the time the articles supplementary with respect to the stock are effective shall be extinguished at the time the articles supplementary become effective, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of issuance of the stock.
MD. Corporations and Associations Code Ann. §  2-208.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-208.1 - Increase or Decrease in Aggregate Number of Shares or in the Number of Shares in Any Class of Stock

    (a)    (1)    If the board of directors of a corporation registered as an open-end company under the Investment Company Act of 1940 increases or decreases the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has authority to issue in accordance with § 2-105(c) of this title, the board shall file articles supplementary for record with the Department.        (2)    The board may not issue any of the newly authorized stock prior to the time the articles supplementary are effective, as provided in this section.    (b)    Articles supplementary shall include:        (1)    Both as of immediately before the increase or decrease and as increased or decreased:            (i)    The total number of shares of stock of all classes that the corporation has authority to issue;            (ii)    The number of shares of stock of each class;            (iii)    The par value of the shares of stock of each class or a statement that the shares are without par value; and            (iv)    If there are any shares of stock with par value, the aggregate par value of all the shares of all classes;        (2)    A statement that the corporation is registered as an open-end company under the Investment Company Act of 1940; and        (3)    A statement that the total number of shares of capital stock that the corporation has authority to issue has been increased or decreased by the board of directors in accordance with § 2-105(c) of this title.    (c)    Articles supplementary shall be executed in the manner required by Title 1 of this article.    (d)    Articles supplementary are effective as of the later of:        (1)    The time the Department accepts the articles for record; or        (2)    The time established under the articles, not to exceed 30 days after the articles are accepted for record.    (e)    Notwithstanding subsection (a)(2) of this section:        (1)    The stock issued by a corporation prior to the time the articles supplementary with respect to the stock are effective shall cease to be voidable as a result of the failure to file the articles supplementary at the time the articles supplementary become effective; and        (2)    A right or liability accrued by reason of the issuance of stock by a corporation prior to the time the articles supplementary with respect to the stock are effective shall be extinguished at the time the articles supplementary become effective, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of issuance of the stock.
MD. Corporations and Associations Code Ann. §  2-208.2 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-208.2 - Enforcement of Debts, Liabilities and Obligations of a Particular Class or Series of Stock

    If the charter of a corporation registered as an investment company under the Investment Company Act of 1940 creates one or more classes or series of stock, and if separate and distinct records are maintained for the class or series and the assets associated with the class or series are held and accounted for separately from the other assets of the corporation, or assets associated with any other class or series:         (1)    The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular class or series are enforceable against the assets associated with that class or series only, and not against the assets of the corporation generally or any other class or series of stock; and        (2)    The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the corporation generally or associated with any other class or series are not enforceable against the assets associated with that class or series.
MD. Corporations and Associations Code Ann. §  2-209 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-209 - Stock Ledger

    (a)    Each corporation shall maintain, or cause to be maintained on its behalf, a stock ledger which contains:        (1)    The name and address of each stockholder; and        (2)    The number of shares of stock of each class or series that the stockholder holds.    (b)    The stock ledger may be in written form or in any other form that complies with § 2–114 of this title.    (c)    The original or a duplicate of the stock ledger shall be maintained:        (1)    By the corporation at the principal office of the corporation or at any other office or agency specified in the bylaws; or        (2)    By or on behalf of the corporation in any form that complies with § 2–114 of this title.
MD. Corporations and Associations Code Ann. §  2-210 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-210 - Issuance of Stock Certificate

    (a)    Except as provided in subsections (b) and (c) of this section, each stockholder is entitled to stock certificates which represent and certify the shares of stock he holds in the corporation.    (b)    A stock certificate may not be issued until the stock represented by it is fully paid.    (c)    (1)    Unless the charter or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates.        (2)    The authorization under paragraph (1) of this subsection does not affect shares already represented by certificates until they are surrendered to the corporation.        (3)    For shares issued without certificates, on request by a stockholder, the corporation shall send the stockholder, without charge, a statement in writing or by electronic transmission of the information required on certificates by § 2–211 of this subtitle.
MD. Corporations and Associations Code Ann. §  2-211 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-211 - Contents of Stock Certificate

    (a)    Each stock certificate shall include on its face:        (1)    The name of the corporation that issues it;        (2)    The name of the stockholder or other person to whom it is issued; and        (3)    The class of stock and number of shares it represents.    (b)    If the corporation has authority to issue stock of more than one class, the stock certificate shall contain on its face or back a full statement or summary of:        (1)    The designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue; and        (2)    If the corporation is authorized to issue any preferred or special class in series:            (i)    The differences in the relative rights and preferences between the shares of each series to the extent they have been set; and            (ii)    The authority of the board of directors to set the relative rights and preferences of subsequent series.    (c)    Instead of a full statement or summary of the information required by subsection (b) of this section, the certificate may state that the corporation will furnish a full statement of the required information to any stockholder on request and without charge.    (d)    Without affecting § 8-204 of the Commercial Law Article, if the corporation which issues the stock imposes a restriction on its transferability, the stock certificate shall:        (1)    Contain a full statement of the restriction; or        (2)    State that the corporation will furnish information about the restriction to the stockholder on request and without charge.    (e)    Except as otherwise provided by § 8-204 of the Commercial Law Article, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the stock certificate does not mean that the restriction is invalid or unenforceable.
MD. Corporations and Associations Code Ann. §  2-212 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-212 - Signature and Seal on Certificates for Stock and Other Securities

    (a)    Each stock certificate shall be signed by the president, a vice president, the chief executive officer, the chief operating officer, the chief financial officer, the chairman of the board, or the vice chairman of the board and countersigned by the secretary, an assistant secretary, the treasurer, an assistant treasurer, or any other officer.    (b)    Each certificate which represents any stock, bond, note, guaranty, obligation, or other corporate security:        (1)    May be sealed with the actual corporate seal or a facsimile of it or in any other form; and        (2)    The signatures may be either manual or facsimile signatures.    (c)    A certificate described in this section is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.
MD. Corporations and Associations Code Ann. §  2-213 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-213 - Lost Stock Certificate

    (a)    Unless the bylaws provide otherwise, the board of directors of a corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed.    (b)    In its discretion, the board may require the owner of the certificate to give bond, with sufficient surety, to indemnify the corporation against any loss or claim arising as a result of the issuance of a new certificate.    (c)    The issuance of a new certificate under this section does not constitute an overissue of the shares it represents.
MD. Corporations and Associations Code Ann. §  2-214 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-214 - Fractional Shares

    (a)    A corporation may, but is not obliged to:        (1)    Issue fractional shares of stock;        (2)    Eliminate a fractional interest by rounding up to a full share of stock;        (3)    Arrange for the disposition of a fractional interest by the person entitled to it;        (4)    Pay cash for the fair value of a fractional share of stock determined as of the time when the person entitled to receive it is determined; or        (5)    Issue scrip or other evidence of ownership which:            (i)    Entitles its holder to exchange scrip or other evidence of ownership aggregating a full share for a certificate which represents the share; and            (ii)    Unless otherwise provided, does not entitle its holder to exercise voting rights, receive dividends, or participate in the assets of the corporation in the event of liquidation.    (b)    The board of directors may impose any reasonable condition on the issuance of the scrip or other evidence of ownership, including a condition that:        (1)    It becomes void if not exchanged for a certificate representing a full share of stock before a specified date;        (2)    The corporation may sell the stock for which the scrip or other evidence of ownership is exchangeable and distribute the proceeds to the holders; or        (3)    The proceeds of a sale under paragraph (2) of this subsection are forfeited to the corporation if not claimed within a specified period not less than three years from the date the scrip or other evidence of ownership was originally issued.
MD. Corporations and Associations Code Ann. §  2-215 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-215 - Liability of Subscribers and Holders

    (a)    A stockholder or subscriber for stock of a corporation is not obligated to the corporation or its creditors with respect to the stock, except to the extent that:        (1)    The subscription price or other agreed consideration for the stock has not been paid; or        (2)    Liability is imposed under any other provision of this article.    (b)    The following persons are not personally liable to the corporation or its creditors for the unpaid portion of the consideration due for stock:        (1)    A transferee or assignee who acquires stock or a subscription for stock in good faith and without knowledge or notice of the nonpayment;        (2)    A person who holds the stock as a fiduciary, although the estate in his hands is liable; and        (3)    A pledgee or other person who holds stock as security.    (c)    The liability imposed by this section may be enforced only by:        (1)    The corporation; or        (2)    Its receiver or other person winding up its affairs.
MD. Corporations and Associations Code Ann. §  2-216 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-216 - Prohibited Acts; Penalty

    (a)    A director or officer of a corporation may not knowingly and willfully:        (1)    Authorize or consent to the issuance of unauthorized stock or convertible securities of the corporation;        (2)    Authorize or consent to the issuance of stock or convertible securities of the corporation except in conformity with the provisions of law which relate to the issuance; or        (3)    Falsely make or consent to the making of any required entry in the books of the corporation with respect to the issuance of stock or convertible securities of the corporation.    (b)    In the absence of actual fraud in the transaction, a determination by the board of directors or a statement in the charter as to the actual value of consideration other than money for which stock or convertible securities are to be issued or as to the propriety of accepting that consideration for issuing the stock or convertible securities is conclusive for all purposes.    (c)    An officer or director who violates any provision of this section is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $5,000 or imprisonment not exceeding two years or both.
MD. Corporations and Associations Code Ann. §  2-301 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-301 - Distribution

    (a)    (1)    In this subtitle, “distribution” means:            (i)    A direct or indirect transfer of money or other property of the corporation in respect of any of its shares; or            (ii)    An incurrence or forgiveness of indebtedness by a corporation to or for the benefit of the corporation’s stockholders in respect of any of its shares.        (2)    “Distribution” does not include a stock dividend or stock split authorized in accordance with § 2-309(c) of this subtitle.    (b)    A distribution may be in the form of:        (1)    A declaration or payment of a dividend;        (2)    A purchase, redemption, whether or not at the option of the corporation or the stockholders, or other acquisition of shares; or        (3)    An issuance of evidence of indebtedness.
MD. Corporations and Associations Code Ann. §  2-302 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-302 - Capital Account

    (a)    Each corporation shall keep its books in a manner which shows:        (1)    The amount and nature of the money or other consideration it receives for the stock which it issues, including:            (i)    The number of shares of stock of each class issued for the consideration; and            (ii)    The stated capital attributable to the issued shares of stock of each class; and        (2)    The amount and nature of the money or other consideration it receives for the convertible securities which it issues.    (b)    If stock with par value and stock without par value are issued together for a particular consideration, the amount by which the consideration exceeds the aggregate par value of the stock with par value constitutes the consideration received for the stock without par value.
MD. Corporations and Associations Code Ann. §  2-303 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-303 - Determination of Amount of Stated Capital and Capital Surplus

    (a)    (1)    The entire consideration received by a corporation for issuing stock with par value constitutes stated capital to the extent of the aggregate par value of the stock.        (2)    Any consideration received in excess of the aggregate par value constitutes capital surplus.    (b)    (1)    Except as permitted by paragraph (2) of this subsection, the entire consideration received by a corporation for issuing stock without par value constitutes stated capital.        (2)    Before issuing stock without par value, the board of directors may allocate any portion of the consideration to capital surplus. However, if the stock has a preference in the assets of the corporation in the event of involuntary liquidation, the board may allocate to capital surplus only a portion which does not exceed the amount by which the consideration exceeds the aggregate amount of the preference.    (c)    Subsections (a)(2) and (b) of this section do not affect a good faith allocation of amounts to retained earnings, earned surplus, or a similar account if:        (1)    Stock is issued in a consolidation, merger, or acquisition of all or substantially all of the stock or assets of another corporation; and        (2)    Immediately after the transaction, the aggregate retained earnings, earned surplus, or similar account of the corporation which issued the stock does not exceed the aggregate of the corresponding accounts of the corporations parties to the transaction as they existed immediately before the transaction.
MD. Corporations and Associations Code Ann. §  2-304 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-304 - Application of Capital Surplus

    (a)    By resolution of its board of directors, a corporation may apply any part of its capital surplus for:        (1)    The reduction or elimination of a corporate deficit arising from a loss, however incurred, or from diminution in the value of its assets, but only after earned surplus is exhausted; or        (2)    Any other proper corporate purpose.    (b)    An application of capital surplus under subsection (a) of this section shall be disclosed to the stockholders of the corporation in its next annual report.
MD. Corporations and Associations Code Ann. §  2-305 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-305 - Expenses of Organization, Reorganization, and Financing

    The corporation may pay or allow out of the consideration received by it for its stock, the reasonable charges and expenses of its organization or reorganization and the reasonable compensation for the sale or underwriting of its stock, without rendering the stock not full paid and nonassessable and without impairing the stated capital.