reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-509 - Voting of Stock Held by Corporation

(a)    Stock registered in the name of a corporation, if entitled to be voted, may be voted by the president, a vice president, or a proxy appointed by either of them, unless another person appointed to vote the stock under a bylaw or a resolution of the board of directors presents a certified copy of the bylaw or resolution, in which case he may vote the stock.
(b)    (1)    Shares of a corporation’s own stock owned directly or indirectly by it may not be voted at any meeting and may not be counted in determining the total number of outstanding shares entitled to be voted at any given time unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
(2)    Shares of its own stock are considered owned indirectly by the corporation if owned by another corporation or entity in which the corporation owns shares or interests entitled to cast a majority of all the votes entitled to be cast by holders of all shares or interests outstanding and entitled to vote.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-510 - Voting Trust

One or more stockholders of a corporation may confer the right to vote or otherwise represent their stock to a trustee by:
(1)    Entering into a written voting trust agreement which specifies the terms and conditions of the voting trust;
(2)    Providing an executed copy of the voting trust agreement to the corporation at its principal office or by electronic transmission; and
(3)    Transferring their stock for purposes of the agreement to a trustee.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-510.1 - Written Agreement for Exercise of Voting Rights

Two or more stockholders of a corporation may enter into a written agreement that specifies that, in exercising any voting rights, the stock held by the parties to the agreement shall be voted:
(1)    As provided in the agreement;
(2)    As the parties may agree; or
(3)    Based on a procedure set forth in the agreement.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-511 - Record Date and Closing of Transfer Books

(a)    Unless the bylaws provide otherwise, the board of directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to:
(1)    Notice of a meeting;
(2)    Vote at a meeting;
(3)    Receive a dividend; or
(4)    Be allotted other rights.
(b)    As set by the bylaws or the board of directors:
(1)    The record date may not be prior to the close of business on the day the record date is fixed. Except as otherwise provided in this section, the record date shall be not more than 90 days before the date on which the action requiring the determination will be taken;
(2)    The transfer books may not be closed for a period longer than 20 days; and
(3)    In the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.
(c)    If a record date is not set and the stock transfer books are not closed:
(1)    The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders is the later of:
(i)    The close of business on the day on which notice of the meeting is mailed; or
(ii)    The thirtieth day before the meeting; and
(2)    The record date for determining stockholders entitled to receive payment of a dividend or an allotment of any rights is the close of business on the day on which the resolution of the board of directors declaring the dividend or allotment of rights is adopted, but the payment or allotment may not be made more than 60 days after the date on which the resolution is adopted.
(d)    (1)    A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date.
(2)    Prior to being convened, a meeting of stockholders may be postponed from time to time to a date not more than 120 days after the original record date.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-512 - Stockholder's Right of Inspection

(a)    Any stockholder, holder of a voting trust certificate in a corporation, or his agent, on request provided in writing or by electronic transmission, may inspect and copy during usual business hours any of the following corporate documents:
(1)    Bylaws;
(2)    Minutes of the proceedings of the stockholders;
(3)    Annual statements of affairs; and
(4)    Voting trust agreements provided to the corporation in accordance with § 2–510(2) of this subtitle.
(b)    Within 7 days after a request for documents made under subsection (a) of this section is provided to an officer of a corporation, the resident agent of a corporation, or an agent designated by a corporation to maintain corporate documents on the corporation’s behalf, the corporation shall:
(1)    Have the requested documents available on file at its principal office; or
(2)    Make the requested documents available by electronic transmission.
(c)    (1)    Any stockholder or holder of a voting trust certificate in a corporation other than an open–ended investment company may provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a statement showing all stock and securities issued by the corporation during a specified period of not more than 12 months before the date of the request.
(2)    Within 20 days after a request is made under this subsection, the corporation shall prepare and have available on file at its principal office or make available by electronic transmission a sworn statement of its president or treasurer or one of its vice–presidents or assistant treasurers which states:
(i)    The number of shares or amounts of each class of stock or other securities issued during the specified period;
(ii)    The consideration received per share or unit, which may be aggregated as to all issuances for the same consideration per share or unit; and
(iii)    The value of any consideration other than money as set in a resolution of the board of directors.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-513 - Additional Right of Inspection of Stockholders of 5 Percent of Stock

(a)    Unless the charter of a corporation provides otherwise by reference to this section or the subject matter of this section, this section does not apply, in whole or in part, to holders of any shares of any class or series of stock, other than common stock, that is classified or reclassified by articles of supplementary, or created by articles of incorporation or an amendment to the charter, accepted for record by the Department on or after October 1, 2020.
(b)    One or more persons who together are and for at least 6 months have been stockholders of record or holders of voting trust certificates of at least 5% of the outstanding shares of any class or series of stock of a corporation may:
(1)    In person or by agent, on request in writing or by electronic transmission, inspect and copy during usual business hours the corporation’s books of account and its stock ledger;
(2)    Provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a statement of its affairs; and
(3)    In the case of any corporation which does not maintain the original or a duplicate stock ledger at its principal office, provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a list of its stockholders.
(c)    Within 20 days after a request for information is made under subsection (b) of this section, the corporation shall prepare and have available on file at its principal office or make available by electronic transmission:
(1)    In the case of a request for a statement of affairs, a statement verified under oath by its president or treasurer or one of its vice–presidents or assistant treasurers which sets forth in reasonable detail the corporation’s assets and liabilities as of a reasonably current date; and
(2)    In the case of a request for a list of stockholders, a list verified under oath by one of its officers or its stock transfer agent or registrar which sets forth the name and address of each stockholder and the number of shares of each class or series of stock which the stockholder holds.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 5 - Stockholders › Section 2-514 - Certification of Beneficial Owners of Stock

(a)    The charter or bylaws of a corporation may provide and, unless the charter or bylaws provide otherwise, the board of directors may adopt by resolution a procedure by which a stockholder of the corporation may certify in writing to the corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.
(b)    The resolution shall set forth:
(1)    The class of stockholders who may certify;
(2)    The purpose for which the certification may be made;
(3)    The form of certification and the information to be contained in it;
(4)    If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and
(5)    Any other provisions with respect to the procedure which the board considers necessary or desirable.
(c)    On receipt of a certification which complies with the procedure adopted by the board in accordance with this section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-601 - General Rule; Exception

(a)    A corporation having capital stock may amend or restate its charter as provided in this subtitle.
(b)    Compliance with the provisions of this subtitle is not required in the case of a charter amendment adopted under articles of merger.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-602 - Power to Amend Charter

(a)    A corporation may amend its charter from time to time in any respect, provided that:
(1)    The amendment may contain only provisions which lawfully could be contained in articles of incorporation at the time of the amendment;
(2)    If the amendment effects a change in stock or in the rights of stockholders or effects an exchange, reclassification, or cancellation of stock, the amendment shall contain the provisions necessary to effect the change, exchange, reclassification, or cancellation; and
(3)    If the amendment alters the contract rights, as expressly set forth in the charter, of any outstanding stock, and the charter does not reserve the right to make the amendment, any objecting stockholder whose rights are substantially adversely affected has the right to receive the fair value of his stock as an objecting stockholder under Title 3, Subtitle 2 of this article.
(b)    In addition to the general power to amend granted in subsection (a) of this section, a corporation from time to time may amend its charter to:
(1)    Change its corporate name;
(2)    Change, enlarge, or diminish its purposes or the duration of its existence;
(3)    Exchange, classify, reclassify, or cancel any of its issued or unissued stock;
(4)    Change the designation of any of its issued or unissued stock;
(5)    Increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class which it may issue;
(6)    Increase or decrease the par value of issued or unissued authorized stock of any class with par value;
(7)    Change issued or unissued shares of stock with par value into the same or a different number of shares without par value and change issued or unissued shares of stock without par value into the same or a different number of shares with par value;
(8)    Change issued or unissued shares of stock of any class, whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares of another class, either with or without par value;
(9)    Change the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any of its issued or unissued stock; and
(10)    Cancel or otherwise affect the right of the stockholders of any class to receive dividends which have accrued but have not been declared.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-603 - Charter Amendment -- No Stock Outstanding or Subscribed For

(a)    If there is no stock outstanding or subscribed for entitled to be voted on the charter amendment, it shall be approved as provided in this section.
(b)    (1)    If the amendment is made before the organization meeting of the board of directors, every incorporator shall execute and file amended articles of incorporation in the same form required by Subtitle 1 of this title for original articles of incorporation.
(2)    When the Department accepts amended articles of incorporation for record, they take the place of the original articles.
(c)    If the amendment is made at or after the organization meeting of the board of directors, it shall be approved by a majority of the entire board of directors.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-604 - Charter Amendment -- Stock Outstanding or Subscribed For

(a)    This section does not apply to a charter amendment by the board of directors in accordance with § 2–105(a)(13) or § 2–309(e) of this title.
(b)    A charter amendment by a Maryland corporation registered as an open–end investment company under the Investment Company Act of 1940 shall be approved by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.
(c)    If there is any stock outstanding or subscribed for and entitled to be voted on the charter amendment, it shall be approved as provided in this section.
(d)    Except as provided in § 2–112 of this title and subsection (b) of this section, the board of directors of a corporation proposing a charter amendment shall:
(1)    Adopt a resolution which sets forth the proposed amendment and declares that it is advisable; and
(2)    Direct that the proposed amendment be submitted for consideration at either an annual or a special meeting of the stockholders.
(e)    (1)    Notice which states that a purpose of the meeting will be to act on the proposed amendment shall be given by the corporation in the manner required by Subtitle 5 of this title to:
(i)    Each stockholder entitled to vote on the proposed amendment; and
(ii)    Each stockholder not entitled to vote on the proposed amendment if the contract rights of his stock, as expressly set forth in the charter, would be altered by the amendment.
(2)    The notice shall:
(i)    Include a copy of the amendment or a summary of the changes it will effect; or
(ii)    1.    Identify a website at which the amendment or a summary of the changes it will effect may be accessed; and
2.    Include a telephone number or an address where the stockholder may request a paper copy of the amendment or summary without charge.
(f)    Except as provided in subsection (b) of this section, the proposed amendment shall be approved by the stockholders of the corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-605 - Charter Amendment -- Minor Changes in Name or Designation of Stock Classes or Series

(a)    Notwithstanding the provisions of § 2–604 of this subtitle, unless prohibited in the charter by reference to this section or the subject matter of this section, a majority of the entire board of directors, without action by the stockholders, may amend the charter of a corporation to:
(1)    Change the name of the corporation; or
(2)    Change the name or other designation or the par value of any class or series of stock of the corporation and the aggregate par value of the stock of the corporation.
(b)    A change in the name or other designation of a class or series of stock under subsection (a)(2) of this section may not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the class or series of stock.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-606.1 - Stock Authorized by Amendment Prohibited From Issuance Prior to Amendment Effective Date -- Stock Ceasing to Be Voidable -- Extinguishment of Certain Rights or Liabilities

(a)    A corporation may not issue any of the stock that is classified, reclassified, or newly authorized by an amendment before the time the amendment is effective, as provided in § 2–610.1 of this subtitle.
(b)    Notwithstanding subsection (a) of this section:
(1)    The stock issued by a corporation before the time the amendment with respect to the stock is effective shall cease to be voidable as a result of the failure to file articles of amendment or articles of amendment and restatement at the time the amendment becomes effective; and
(2)    A right or liability accrued by reason of the issuance of the stock by a corporation before the time the amendment becomes effective shall be extinguished at the time the amendment becomes 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 the issuance of the stock.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-607 - Contents of Articles of Amendment

(a)    Articles of amendment shall set forth the amendment and state:
(1)    That the amendment was advised by the board of directors and approved by the stockholders; or
(2)    That the amendment was approved by a majority of the entire board of directors and that:
(i)    No stock entitled to be voted on the matter was outstanding or subscribed for at the time of approval; or
(ii)    The amendment is limited to a change expressly authorized by § 2–105(a)(13) of this title or § 2–604(b) or § 2–605 of this subtitle to be made without action by the stockholders.
(b)    If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:
(1)    Both as of immediately before the amendment and as amended:
(i)    The total number of shares of stock of all classes which 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; and
(2)    If the shares are divided into classes:
(i)    A description, as amended, of each class, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption; or
(ii)    A statement that the information required by item (i) of this item was not changed by the amendment.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-608 - Restatement of Charter

(a)    If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section.
(b)    Articles of restatement shall include every charter provision currently in effect, omitting only provisions which this section specifically permits to be omitted, and shall state:
(1)    That the corporation desires to restate its charter as currently in effect;
(2)    That the provisions set forth in the articles of restatement are all the provisions of the charter currently in effect;
(3)    That the restatement of the charter has been approved by a majority of the entire board of directors;
(4)    That the charter is not amended by the articles of restatement;
(5)    The current address of the principal office of the corporation;
(6)    The name and address of the corporation’s current resident agent; and
(7)    The number of directors of the corporation and the names of those currently in office.
(c)    Articles of restatement may omit all provisions which relate solely to a class of stock if, at the time:
(1)    There are no shares of the class outstanding; and
(2)    The corporation has no authority to issue any shares of the class.
(d)    Articles of restatement may not contain:
(1)    Any provisions of the charter which have been eliminated from it by amendment;
(2)    The original charter provisions which contained the information required by subsection (b) (5), (6), and (7) of this section, if they are no longer current; or
(3)    Any amendment to the charter of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-609 - Amendment and Restatement of Charter

(a)    A complete restatement of the charter may be submitted for approval in the manner required for a charter amendment to a meeting of the corporation’s stockholders or directors, as the case may be.
(b)    If the restatement is submitted for approval in the manner required for a charter amendment, any amendments to the charter approved at the meeting may be included in the restatement.
(c)    Articles of amendment and restatement shall include the provisions required to be included in both articles of amendment and articles of restatement.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-610 - Execution and Filing of Articles

Articles of amendment, articles of restatement, and articles of amendment and restatement shall be executed for the corporation in the manner required by Title 1 of this article and shall be filed for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-610.1 - Time Articles Effective

Articles of amendment and articles of amendment and restatement 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.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-611 - Effect of Articles

(a)    When articles of amendment become effective, the amendment becomes part of the charter of the corporation.
(b)    When the Department accepts articles of restatement for record:
(1)    If they were not approved in the manner required for a charter amendment, they become evidence of the charter; and
(2)    If the articles were approved in the manner required for a charter amendment, they become the charter of the corporation and supersede all prior charter documents.
(c)    When articles of amendment and restatement become effective, they become the charter of the corporation and supersede all prior charter documents.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 6 - Amendment or Restatement of Charter › Section 2-612 - Abandonment of Proposed Amendment

(a)    A proposed amendment to the charter of a corporation may be abandoned before the effective date of the articles by majority vote of the entire board of directors of the corporation.
(b)    If the articles have been filed with the Department, notice of abandonment shall be given promptly to the Department.
(c)    If the proposed amendment to the charter is abandoned as provided in this section, the articles and the amendment have no effect.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 7 - Ratification of Defective Corporate Acts › Section 2-701 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Corporate act” means any act taken by or on behalf of a corporation by the board of directors, a committee of the board of directors, or the stockholders of the corporation.
(c)    “Date of the defective corporate act” means:
(1)    The date and the time a defective corporate act was purportedly taken; or
(2)    If the exact time is unknown, the date and approximate time a defective corporate act was purportedly taken.
(d)    “Defective corporate act” means:
(1)    Any corporate act purportedly taken that, at the date of the defective corporate act, would have been within the power of the corporation but is void or voidable due to a failure of authorization; or
(2)    An overissue.
(e)    “Failure of authorization” means the failure of a corporation to authorize, approve, or otherwise effect a corporate act in compliance with the Maryland General Corporation Law, its charters or bylaws, any action taken by its board of directors, a committee of its board of directors, or its stockholders, or any plan or agreement to which the corporation is a party, if and to the extent that the failure would render the corporate act void or voidable.
(f)    “Overissue” means the purported issuance by a corporation of stock of:
(1)    A class or series in excess of the number of shares of the class or series that the corporation has the power to issue under § 2–201(a) of this title or the corporation’s charter at the time of issuance; or
(2)    Any class or series that is not authorized for issuance by the corporation’s charter.
(g)    “Putative stock” means stock, including stock reissued upon exercise of rights, options, warrants, or other securities convertible into or exercisable for stock:
(1)    Purportedly created or issued as a result of a defective corporate act, that but for the failure of authorization would constitute valid stock; and
(2)    That cannot be determined by the board of directors to be valid stock.
(h)    “Valid stock” means stock that has been duly authorized and validly issued in accordance with the provisions of this title.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 7 - Ratification of Defective Corporate Acts › Section 2-703 - Effective Date of Ratification of Defective Corporate Act

(a)    (1)    Except as provided in paragraph (2) of this subsection, ratification of a defective corporate act becomes effective on the date that the board of directors adopts a resolution under § 2–702(a) of this subtitle or, if required by this subtitle, the date that stockholders adopt a resolution under § 2–702(b) of this subtitle.
(2)    If the defective corporate act would have required a filing with the Department, ratification of the defective corporate act becomes effective on the later of:
(i)    The date that articles of validation filed in accordance with § 2–705 of this subtitle are accepted for record by the Department; or
(ii)    The date established in the articles of validation, not to exceed 30 days after the articles are accepted for record.
(b)    Beginning at the time ratification is effective and without regard to the 120–day period during which a claim may be brought under § 2–707(b) of this subtitle:
(1)    A defective corporate act ratified in accordance with this subtitle is not void or voidable as a result of the failure of authorization identified in a board action under § 2–702(a) of this subtitle and shall be deemed a valid corporate act effective as of the date of the defective corporate act;
(2)    The issuance of putative stock purportedly issued pursuant to a defective corporate act identified in a board action under § 2–702(a) of this subtitle is not void or voidable and shall be deemed valid stock as of the time it was purportedly issued; and
(3)    Any corporate act taken after a defective corporate act ratified in accordance with this subtitle in reliance on the defective corporate act having been validly effected, and any subsequent defective corporate act resulting from the original defective corporate act, shall be valid as of the time the act was taken.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 7 - Ratification of Defective Corporate Acts › Section 2-704 - Notice of Proposed Ratification of Defective Corporate Act to Stockholders

(a)    If ratification of a defective corporate act requires approval by stockholders, the secretary of the corporation shall give notice of the proposed ratification to all stockholders entitled to notice of the meeting in accordance with § 2–504 of this title, stockholders as of the date of the defective corporate act, and holders of putative stock.
(b)    (1)    Except as provided in paragraph (2) of this subsection, if ratification of a defective corporate act does not require approval by stockholders, notice of the ratification may be given to stockholders as of the ratification and as of the date of the defective corporate act and holders of putative stock when the board of directors adopts a resolution in accordance with § 2–702(a) of this subtitle.
(2)    In the case of a corporation with a class of equity securities registered under the Securities Exchange Act of 1934, notice of a ratification shall be deemed to be given when the ratification has been disclosed in a document publicly filed with the Securities and Exchange Commission.
(c)    (1)    Except as provided in paragraph (2) of this subsection, notice given to holders of putative stock in accordance with this section shall be provided to:
(i)    Holders of putative stock as of the date of the defective corporate act;
(ii)    Where notice is required under subsection (a) of this section, holders of putative stock as of the record date of the meeting; and
(iii)    Where notice is given under subsection (b) of this section, holders of putative stock as of the date on which the board of directors adopted a resolution ratifying the defective corporate act.
(2)    Notice is not required to be given to holders of putative stock whose identities or addresses cannot be reasonably determined from the records of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 7 - Ratification of Defective Corporate Acts › Section 2-705 - Filing Articles of Validation -- Items Included

(a)    (1)    If a defective corporate act ratified under this subtitle would have required the filing of a charter document with the Department under any provision of this article, the corporation shall file articles of validation in accordance with this section.
(2)    If a charter document that was required to be filed with respect to the defective corporate act was not filed, the articles of validation required by this section shall be filed in lieu of the charter document that was not filed.
(b)    The articles of validation required by this section shall include:
(1)    The title and date of filing of any charter document previously filed with respect to the defective corporate act and any charter document that amended, supplemented, or corrected that charter document;
(2)    A statement describing the defective corporate act;
(3)    The date of the defective corporate act;
(4)    A statement that the defective corporate act was ratified in accordance with this subtitle and a description of the ratification;
(5)    The time that the ratification is to become effective; and
(6)    (i)    A statement that a charter document was previously filed with respect to the defective corporate act, and no change to the charter document is required;
(ii)    1.    A statement that a charter document was previously filed with respect to the defective corporate act;
2.    A statement describing the changes being made to the charter document; and
3.    Any other information required by this article; or
(iii)    1.    A statement that a charter document was not previously filed with respect to the defective corporate act and that a charter document was required to be filed;
2.    A citation to the provision of this article under which the charter document was required to be filed; and
3.    Any other information required by this article.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 7 - Ratification of Defective Corporate Acts › Section 2-706 - Action by Person or Entity Claiming Substantial and Adverse Affect by Ratification -- Timing of Action

(a)    Upon application by the corporation, any successor entity to the corporation, any director of the corporation, any record or beneficial holder of valid stock or putative stock, any record or beneficial holder of putative stock as of the date of the defective corporate act, any holder of a voting trust certificate, any holder of a voting trust certificate as of the date of the defective corporate act, or any other person claiming to be substantially and adversely affected by a ratification under this subtitle, a court may:
(1)    Determine the validity of any ratification under this subtitle; or
(2)    Modify or waive any of the procedures required by this subtitle to ratify a defective corporate act.
(b)    An action under this section shall be brought within 120 days after:
(1)    If the ratification was approved by stockholders, the date on which ratification occurred; or
(2)    If notice was given or deemed given within 60 days after the ratification, the date on which notice was given or deemed given to stockholders and any holders of putative stock in accordance with this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 7 - Ratification of Defective Corporate Acts › Section 2-707 - Ratification of Defective Corporate Act Not Exclusive Means -- Validity or Effectiveness of Any Other Corporate Act Lawfully Ratified

(a)    Nothing in this subtitle may be construed to require that ratification of a defective corporate act under this subtitle be the exclusive means of ratifying or validating a defective corporate act or to limit the ability of a corporation to file certificates or charter documents in accordance with any other provision of this article.
(b)    The absence or failure of ratification in accordance with this subtitle shall not, of itself, affect the validity or effectiveness of any corporate act otherwise lawfully ratified, nor may it create a presumption that any corporate act is or was a defective corporate act or void or voidable.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-101 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Domestic business trust” or “business trust” means a business trust formed under the laws of the State.
(c)    “Domestic limited liability company” or “limited liability company” means a limited liability company formed under the laws of the State.
(d)    “Domestic limited partnership” or “limited partnership” means a partnership formed by 2 or more persons under the laws of the State and having one or more general partners and one or more limited partners.
(e)    “Domestic partnership” or “partnership” means a partnership formed under the laws of the State.
(f)    “Foreign business trust” means a business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States, or under the laws of a foreign country.
(g)    “Foreign limited liability company” means a limited liability company formed under the laws of any state, other than the State of Maryland, or under the laws of a foreign country.
(h)    “Foreign limited partnership” means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.
(i)    “Foreign partnership” means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.
(j)    “Interest in land” means any interest in real property, the title to which could be affected by recording an instrument in the land records.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-102 - General Rule

(a)    A Maryland corporation having capital stock may:
(1)    Consolidate with one or more other Maryland or foreign corporations having capital stock to form a new consolidated corporation;
(2)    Merge into another Maryland or foreign corporation having capital stock, or have one or more such corporations merged into it;
(3)    Merge into a domestic or foreign business trust having transferable units of beneficial interest, or have one or more such business trusts merge into it;
(4)    Merge into a domestic or foreign limited partnership, or have one or more domestic or foreign limited partnerships merged into it;
(5)    Merge into a domestic or foreign limited liability company, or have one or more domestic or foreign limited liability companies merged into it;
(6)    Merge into a domestic or foreign partnership, or have one or more domestic or foreign partnerships merged into it;
(7)    Participate in a share exchange either:
(i)    As the successor; or
(ii)    As the corporation the stock of which is to be acquired; or
(8)    Transfer its assets.
(b)    The provisions of this subtitle do not repeal, modify, or affect in any way a restriction or limitation:
(1)    Imposed on a corporation by State or other applicable law or by a charter provision which applies to a consolidation, merger share exchange, or transfer of assets; or
(2)    Contained in a franchise granted by the State or any of its political subdivisions which applies to a transfer or assignment of the franchise.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-103 - Consideration for Stock or Assets

In a consolidation, merger, or share exchange, stock in a corporation may be exchanged for or converted into and, in a transfer of assets, assets may be transferred in consideration of any one or more of the following:
(1)    Stock, evidence of indebtedness, partnership or limited liability company interests, or other securities of the successor or any other corporation or entity, whether or not a party to the transaction;
(2)    Other tangible or intangible property;
(3)    Money; and
(4)    Any other consideration.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-104 - Transfers in Ordinary Course of Business; Mortgages; Share Exchanges by Voluntary Action or Agreement

(a)    Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders is not required for any:
(1)    Transfer of assets by a corporation in the ordinary course of business actually conducted by it or as a distribution as defined in § 2–301 of this article;
(2)    Mortgage, pledge, or creation of any other security interest in any or all of the assets of a corporation, whether or not in the ordinary course of its business;
(3)    Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation;
(4)    Transfer of assets by a corporation registered as an open–end investment company under the Investment Company Act of 1940, including a transfer between or among classes or series of stock of a corporation; or
(5)    Transfer of assets by a corporation that is dissolved.
(b)    Notwithstanding any other provisions of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders and articles of share exchange are not required for an exchange of shares of stock through voluntary action or under an agreement with the stockholders participating in the exchange.
(c)    A transaction described in subsection (a) or (b) of this section also may be effected as otherwise provided in this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-106 - Procedure for Merger of Subsidiary Corporation if Charter of Parent Not Amended

(a)    Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a 90 percent or more owned subsidiary corporation with or into its parent corporation may be effected as provided in this section if:
(1)    The charter of the successor is not amended in the merger other than to change its name, the name or other designation or the par value of any class or series of its stock, or the aggregate par value of its stock; and
(2)    The contract rights of any stock of the successor issued in the merger in exchange for stock of the other corporation participating in the merger are identical to the contract rights of the stock for which the stock of the successor was exchanged.
(b)    For the purposes of this section, a subsidiary is considered to be 90 percent or more owned if the parent corporation owns shares entitled to cast 90 percent or more of all the votes entitled to be cast of each group or class of shares entitled to vote as a group or class on the merger.
(c)    (1)    The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution which approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. The approval shall be by a majority vote of the entire board of directors. A meeting of the stockholders is not necessary.
(2)    If a foreign corporation is a party to the articles, the transaction shall be advised, authorized, and approved by the corporation in the manner and by the vote required by its charter and the laws of the place where it is organized.
(d)    (1)    Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department a parent corporation which owns less than all of the outstanding stock of the subsidiary as of immediately before the effective time of the merger must have given notice of the transaction to each of the subsidiary’s stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date of giving of the notice or on a record date fixed for that purpose which is not more than 10 days before the date of giving notice.
(2)    A minority stockholder of the subsidiary has the right to demand and receive payment of the fair value of the minority stockholder’s stock as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 1 - Consolidation, Merger, and Transfer of Assets › Section 3-108 - Abandonment of Proposed Consolidation, Merger, or Share Exchange

(a)    A proposed consolidation, merger, or share exchange may be abandoned before the effective date of the articles:
(1)    If the articles so provide, by majority vote of the entire board of directors of any one corporation party to the articles, the entire board of trustees of any one business trust party to the articles, or the governing body of any other entity party to the articles; or
(2)    Unless the articles provide otherwise, by majority vote of the entire board of directors of each Maryland corporation party to the articles, the entire board of trustees of each Maryland business trust party to the articles, and the governing body of each other Maryland entity party to the articles.
(b)    If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department by:
(1)    If abandoned pursuant to subsection (a)(1) of this section, any one party to the articles; or
(2)    If abandoned pursuant to subsection (a)(2) of this section, each party to the articles.
(c)    (1)    If the proposed consolidation, merger, or share exchange is abandoned as provided in this section, no legal liability arises under the articles.
(2)    An abandonment does not prejudice the rights of any person under any other contract made by a corporation party to the proposed articles in connection with the proposed consolidation, merger, or share exchange.