reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 1 - General Provisions › Subtitle 5 - Entity Names › Section 1-506 - Foreign Entities

(a)    A foreign entity may register its entity name or its entity name with any changes required by § 1-502 or § 1-503 of this subtitle, if the name is distinguishable upon the records of the Department as provided in § 1-504 of this subtitle.
(b)    A foreign entity shall register its entity name by delivering to the Department for filing an application setting forth its entity name, or its entity name with any changes required by § 1-502 or § 1-503 of this subtitle, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged.
(c)    The name is registered for the applicant’s exclusive use upon the effective date of the application.
(d)    (1)    A foreign corporation whose registration is effective may renew it for successive years by delivering to the Department for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year.
(2)    The renewal application when filed renews the registration for the following calendar year.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-101 - Purpose for Which Corporation May Be Formed; Application of Other Statutes

(a)    Except as otherwise expressly provided by law, a corporation may be formed under this title for any lawful purposes.
(b)    If the purpose for which a corporation is organized or its form makes it subject to a special provision of law, the corporation also shall comply with that provision.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-102 - Formation Generally

(a)    Except as provided elsewhere in this section, in order to form a corporation, one or more adult individuals acting as incorporators shall:
(1)    Sign and acknowledge articles of incorporation; and
(2)    File them for record with the Department.
(b)    (1)    A proposed corporation becomes a body corporate under the name and subject to the purposes, conditions, and provisions stated in the articles of incorporation, effective as of the later of:
(i)    The time the Department accepts the articles for record; or
(ii)    The time established under the articles, not later than 30 days after the Department accepts the articles for record.
(2)    Except in a proceeding by the State for forfeiture of a corporation’s charter, acceptance of the articles for record by the Department is conclusive evidence of the formation of the corporation.
(3)    (i)    The Department may not accept articles of incorporation from a fire or rescue organization to be located in Frederick County for the purpose of providing fire or rescue service in Frederick County unless the articles are accompanied by a written resolution of the governing body of Frederick County indicating approval of the proposed incorporation.
(ii)    Incorporated municipalities in Frederick County with primary responsibility for governmental funding for fire service shall within their jurisdiction hold those powers assigned to the governing body of Frederick County in this paragraph.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-106 - Corporate Name

(a)    A corporation shall record its name with the Department as provided in Title 1, Subtitle 5 of this article.
(b)    The Department may permit a foreign corporation that has a name prohibited by Title 1, Subtitle 5 of this article to register or qualify to do business in this State, if the foreign corporation agrees:
(1)    To transact business in this State only under a disclosed assumed name that meets the requirements of Title 1, Subtitle 5 of this article; and
(2)    To use the assumed name in all of its dealings with the Department and the conduct of its affairs in this State.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-108 - Resident Agent and Principal Office

(a)    Each Maryland corporation shall have:
(1)    A principal office in this State; and
(2)    A resident agent.
(b)    (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)    (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)    (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 appointed a successor resident agent; or
(ii)    Ten days after it is filed with the Department, if the corporation has not appointed a successor resident agent.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-109 - Organization Meeting of Directors; Adoption of Bylaws

(a)    (1)    After the Department accepts the articles of incorporation for record, at the call of a majority of the directors named in the articles, the directors shall hold an organization meeting of the board of directors, to adopt bylaws, elect officers, and transact any other business which may come before the meeting.
(2)    The directors who call the meeting shall notify each director in writing of the time and place of the meeting at least three days before it is held.
(b)    After the organization meeting of the board of directors, the power to adopt, alter, and repeal the bylaws of the corporation is vested in the stockholders except to the extent that the charter or bylaws vest it in the board of directors.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-110 - Contents and Keeping of Bylaws

(a)    The bylaws may contain any provisions not inconsistent with law or the charter of the corporation for the regulation and management of the affairs of the corporation.
(b)    The bylaws may divide the directors of the corporation into classes and specify the term of office of each class.
(c)    (1)    In this subsection, “facts ascertainable outside the bylaws” include:
(i)    An action or determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation;
(ii)    Any agreement or other document; or
(iii)    Any other event.
(2)    Any provision of the bylaws permitted under subsection (a) of this section may be made dependent upon facts ascertainable outside the bylaws.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-111 - Books and Records

(a)    Each corporation shall maintain, or cause to be maintained on its behalf, correct and complete:
(1)    Books and records of its accounts and transactions; and
(2)    Minutes of the proceedings of its stockholders and board of directors and of any executive or other committee when exercising any of the powers of the board of directors.
(b)    (1)    The books and records of a corporation may be in written form or in any other form that complies with § 2–114 of this subtitle.
(2)    Minutes shall be recorded in written form but may be maintained in the form of a reproduction or in any other form that complies with § 2–114 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-112 - Closed-End Investment Company; Required Submissions to Stockholders; Elimination of Trading Discount to Net Asset Value

(a)    (1)    In this section the following words have the meanings indicated.
(2)    “Closed-end investment company” means a corporation registered as a closed-end investment company under the Investment Company Act of 1940.
(3)    “Open-end investment company” means a corporation registered as an open-end investment company under the Investment Company Act of 1940.
(b)    Notwithstanding any requirement of § 2-604(b) or § 2-607(a)(1) of this title or § 3-403(b) of this article, the charter of a closed-end investment company or any prospectus filed by the closed-end investment company pursuant to the federal Investment Company Act of 1940 may require the company to submit to its stockholders, at an annual or special meeting of the stockholders, a proposal to amend its charter to convert to an open-end investment company, to dissolve, to require the closed-end investment company to make one or more tender offers for its shares, or to take other action intended to eliminate any trading discount to net asset value of the closed-end investment company’s shares, even if the board of directors fails to recommend the proposal or declare the proposal advisable or recommends that the stockholders reject it.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-113 - Internal Corporate Claims

(a)    The charter or bylaws of a corporation with capital stock may not impose liability on a stockholder who is a party to an internal corporate claim for the attorney’s fees or expenses of the corporation or any other party in connection with an internal corporate claim.
(b)    (1)    Except as provided in paragraph (2) of this subsection, the charter or bylaws of a corporation may require, consistent with applicable jurisdictional requirements, that any internal corporate claim be brought only in:
(i)    Specified circuit courts of the State or a federal court sitting in the State; or
(ii)    1.    Courts sitting in one or more specified jurisdictions outside the State; and
2.    Specified circuit courts of the State or a federal court sitting in the State.
(2)    (i)    This paragraph does not apply to a provision contained in the charter or bylaws of a corporation on October 1, 2017, unless and until the provision is altered or repealed by an amendment to the charter or bylaws of the corporation, as applicable.
(ii)    The charter or bylaws of a corporation may not prohibit bringing an internal corporate claim in the courts of this State or a federal court sitting in this State.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-114 - Maintenance of Records of a Corporation

(a)    This section applies to any books or records maintained by or on behalf of a corporation, including:
(1)    Bylaws;
(2)    Minutes of the proceedings of the stockholders;
(3)    Annual statements of affairs;
(4)    Stock ledgers;
(5)    Records of issuances, transfers, and cancellations of shares of stock; and
(6)    Voting trust agreements.
(b)    The records of a corporation may be maintained by means of any information storage device, method, or electronic network or database, including a distributed electronic network or database, if:
(1)    The records can be converted within a reasonable time into clearly legible written form for visual inspection; and
(2)    With respect to records maintained on an electronic ledger or distributed electronic ledger, the records can be used for the purpose of:
(i)    Making a proper determination with respect to stockholders under § 2–511(a) of this title; and
(ii)    Preparing a list of stockholders in accordance with § 2–513(b)(2) of this title.
(c)    A corporation shall convert a record maintained in accordance with subsection (b) of this section into a clearly legible written form on request of any person who is entitled to inspect the record under this title.
(d)    (1)    This subsection applies to records of a corporation that are maintained in accordance with subsection (b) of this section.
(2)    If a written form accurately portrays a record, a clearly legible written form prepared from or by means of the information storage device, method, or electronic network or database used to maintain the record shall be admissible as evidence and accepted for all other purposes to the same extent that an original written record of the same information would have been.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 1 - Formation and Powers › Section 2-115 - Electronic Transmission of Communication, Consent, or Request

(a)    This section applies to the electronic transmission, by means of an electronic network or database, including a distributed electronic network or database, of any communication, consent, or request under this title, including:
(1)    A statement of the information, in accordance with § 2–210(c) of this title;
(2)    An annual statement of the affairs of a corporation, in accordance with § 2–313(b) of this title;
(3)    Corporate documents, in accordance with § 2–512 of this title; and
(4)    Any notice to a stockholder.
(b)    An electronic transmission described under subsection (a) of this section is not effective until the later of:
(1)    The posting of the information to the electronic network or database; or
(2)    The giving of a separate notice to the intended recipient of the information that the information has been posted to the electronic network or database.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 2 - Issuance of Securities › Section 2-201 - Power to Issue Stock and Convertible Securities; Effect of Authorization

(a)    Subject to the provisions of this subtitle, a corporation from time to time may issue:
(1)    Stock of any class authorized by its charter; and
(2)    Securities convertible into stock of any class authorized by its charter.
(b)    The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into which the stock or securities are convertible, without further specific authorization in the charter.
(c)    (1)    The board of directors of a corporation may, in its sole discretion:
(i)    Set the terms and conditions of rights, options, or warrants under a stockholder rights plan; and
(ii)    Issue rights, options, or warrants under a stockholder rights plan to designated persons or classes of persons.
(2)    The rights, options, or warrants under paragraph (1) of this subsection may, in the sole discretion of the board of directors, include any limitation, restriction, or condition that:
(i)    Precludes, limits, invalidates, or voids the exercise, transfer, or receipt of the rights, options, or warrants by designated persons or classes of persons in specified circumstances; or
(ii)    Limits for a period not to exceed 180 days the power of a future director, as defined in the stockholder rights plan, to vote for the redemption, modification, or termination of the rights, options, or warrants.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 2 - Issuance of Securities › Section 2-202 - Subscription for Stock

(a)    A subscription for stock of a corporation which is not yet formed is irrevocable for a period of 3 months, unless:
(1)    The subscription agreement provides otherwise; or
(2)    Every subscriber consents to the revocation of the subscription.
(b)    Unless the subscription agreement provides otherwise, a subscription is not void or unenforceable solely because less than all of the authorized stock is subscribed for.
(c)    Unless the subscription agreement provides otherwise, a subscription for stock, whether made before or after the corporation is formed, shall be paid in full or in installments at the times set by the board of directors.
(d)    Unless the subscription agreement provides otherwise, a subscriber has no voting or other rights with respect to the stock subscribed for until the stock is issued and fully paid.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 2 - Issuance of Securities › Section 2-203 - Price and Consideration for Stock

(a)    Before the issuance of stock or convertible securities, the board of directors shall adopt a resolution that:
(1)    Authorizes the issuance;
(2)    Sets the minimum consideration for the stock or convertible securities or a formula for its determination; and
(3)    Fairly describes any consideration other than money.
(b)    In the absence of actual fraud in the transaction, the minimum consideration stated in the charter or determined by the board of directors in its resolution is conclusive for all purposes.
(c)    For purposes of this section, the consideration for stock issued as a stock dividend is the resulting capitalization of surplus.
(d)    This section does not apply to the issuance of stock or convertible securities as part of:
(1)    A reclassification of stock effected by amendment of the charter; or
(2)    A consolidation, merger, or share exchange, including a consolidation, merger, or share exchange to which a wholly owned subsidiary of the corporation is a party.
(e)    If its issuance is authorized in accordance with this subtitle, stock with par value and securities convertible into stock with par value may be issued as full paid and nonassessable even if the price or value of the consideration received is less than the par value of the stock issued or the stock into which the securities are convertible.
(f)    Notwithstanding any other provision of this section or § 2-204 or § 2-206 of this subtitle, a corporation may issue stock or other securities of the corporation pursuant to § 2-103(13) of this title without consideration of any kind.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 2 - Issuance of Securities › Section 2-204 - Requisites to Issuance

(a)    A corporation may not issue stock or convertible securities in violation of a limitation or restriction contained in its charter or bylaws.
(b)    If stock of the corporation is outstanding and entitled to be voted at the time the board of directors adopts a resolution authorizing the issuance of additional stock or convertible securities, the corporation may not issue the stock or the convertible securities unless:
(1)    The charter permits the board of directors to authorize the issuance;
(2)    The charter does not require stockholder approval of the issuance, and the actual value of the consideration to be received by the corporation, as determined by the board of directors or as set forth in the charter, is at least equal to:
(i)    The par value of the stock to be issued;
(ii)    In the case of stock without par value, the stated capital per share of the shares of the same class then outstanding; or
(iii)    In the case of convertible securities, the par value or the stated capital per share, as the case may be, of the stock into which the convertible securities are convertible, if greater than the par value, stated capital per share, or principal amount of the convertible securities; or
(3)    (i)    The issuance as authorized by the board of directors was submitted for approval at either an annual or a special meeting of the stockholders;
(ii)    Notice stating that a purpose of the meeting will be to act on the proposed issuance was given in the manner required by Subtitle 5 of this title to each stockholder entitled to vote on the matter; and
(iii)    The issuance was approved by the stockholders.
(c)    Unless the charter or bylaws provide otherwise, approval of the stockholders is not required under this section for the issuance of stock as a stock dividend.
(d)    If the issuance of stock convertible into other stock or of securities convertible into stock, or the issuance of warrants or options exercisable for stock or convertible securities, is authorized in the manner required by this subtitle for the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, the authorization constitutes an authorization of the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, without further specific authorization under this subtitle.
(e)    This section does not apply to any issuance described in § 2-203(d) of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 2 - Issuance of Securities › Section 2-205 - Preemptive Rights

(a)    For a corporation incorporated on or after October 1, 1995, unless the charter expressly grants such rights to the stockholder, a stockholder does not have any preemptive right to subscribe to:
(1)    Any additional issue of stock; or
(2)    Any security convertible into an additional issue of stock.
(b)    For a corporation incorporated before October 1, 1995, a stockholder shall have preemptive rights as and to the extent in existence before October 1, 1995, unless and until expressly changed or terminated by charter amendment.
(c)    (1)    A stockholder to whom a preemptive right has been granted may waive the preemptive right.
(2)    A written waiver of a preemptive right is irrevocable even though it is not supported by consideration.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 2 - Issuance of Securities › Section 2-206 - Payment for Stock and Convertible Securities

(a)    The consideration for the issuance of stock, convertible securities, warrants, or options may consist in whole or in part of:
(1)    Money;
(2)    Tangible or intangible property;
(3)    Labor or services actually performed for the corporation;
(4)    A promissory note or other obligation for future payment in money; or
(5)    Contracts for labor or services to be performed.
(b)    The corporation may place in escrow shares issued for a contract for future labor or services or a promissory note or other obligation for future payment in money, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the labor or services are performed or the note or other obligation for future payment in money is paid. If the labor or services are not performed or the note or other obligation for future payment in money is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.
(c)    When the corporation receives the consideration for which stock or convertible securities are to be issued, the stock or convertible securities are fully paid and nonassessable.
(d)    Notwithstanding any other provision of the Maryland General Corporation Law, a corporation may issue shares of its stock without consideration for the purpose of qualifying the corporation as a real estate investment trust under the Internal Revenue Code.
2023 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 corporation 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.
2023 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 corporation 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Maryland Statutes › Corporations and Associations › Title 2 - Corporations in General -- Formation, Organization, and Operation › Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares › Section 2-306 - Reduction of Stated Capital

(a)    Unless the charter provides otherwise, if stated capital is reduced by retiring stock held by the corporation, the board of directors may approve the reduction without stockholder action.
(b)    (1)    Except as provided in subsection (a) of this section or in § 2-605 of this title, a reduction of stated capital of a corporation, whether to be effected with or without a charter amendment, shall be approved in the manner provided in this subsection.
(2)    The board of directors shall:
(i)    Adopt a resolution which declares that the charter amendment, if any, and the proposed reduction is advisable; and
(ii)    Direct that the proposed reduction and any charter amendment be submitted for consideration at either an annual or special meeting of the stockholders.
(3)    A notice which states that a purpose of the meeting will be to act on the proposed reduction and any charter amendment shall be given in the manner required by Subtitle 5 of this title to each stockholder entitled to vote on the matter.
(4)    The proposed reduction and any charter 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.