reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 11 - Maryland Securities Act › Subtitle 7 - Enforcement and Penalties › Section 11-704 - Judicial Review of Orders

(a)    Any person aggrieved by a final order of the Commissioner may obtain a review of the order in conformity with the procedure prescribed in the Maryland Rules and in the Administrative Procedure Act.
(b)    The commencement of proceedings under subsection (a) of this section, unless specifically ordered by the court, does not operate as a stay of the Commissioner’s order.
2023 Maryland Statutes › Corporations and Associations › Title 11 - Maryland Securities Act › Subtitle 7 - Enforcement and Penalties › Section 11-705 - Penalties

(a)    (1)    Any person who willfully violates any provision of this title, except § 11–303 or § 11–305 of this title or who willfully violates any rule or order under this title except a rule or order under § 11–305 of this title, or who willfully violates § 11–303 of this title knowing the statement made to be false or misleading in any material respect, on conviction is subject to a fine not exceeding $50,000 or imprisonment not exceeding 3 years or both.
(2)    Any person who willfully violates § 11–305 of this title or who willfully violates a rule or order under § 11–305 of this title, on conviction is subject to a fine not exceeding $100,000 or imprisonment not exceeding 5 years or both.
(3)    A person may not be imprisoned for the violation of any rule or order if the person proves that the person had no knowledge of the rule or order.
(4)    An indictment or information may not be returned under this title more than 5 years after the alleged violation.
(b)    The Commissioner may refer available evidence concerning violations of this title or of any rule or order under this title to the State’s Attorney or the Attorney General who, with or without the reference, may institute the appropriate criminal proceedings under this title.
(c)    Nothing in this title limits the power of this State to punish any person for any conduct which constitutes a crime by statute or at common law.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 1 - Definitions; General Provisions › Section 12-101 - Definitions

(a)    In this title the following words have the meanings indicated.
(b)    “Beneficial owner” means any owner of record of a beneficial interest in a statutory trust, the fact of ownership to be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in conformity to the applicable provisions of the governing instrument of the statutory trust.
(c)    “Foreign business entity” means:
(1)    A foreign statutory trust; or
(2)    A corporation, general or limited partnership, common–law trust, limited liability company, real estate investment trust, or any other unincorporated business formed, organized, or existing under the laws of another state, the United States, a foreign country, or other foreign jurisdiction.
(d)    “Foreign statutory trust” means a trust that is:
(1)    Formed under the laws of another state, the United States, a foreign country, or other foreign jurisdiction; and
(2)    Required by the laws of the jurisdiction in which it is formed to file a record with a public official in that jurisdiction.
(e)    “Governing instrument” means a declaration of trust or other trust instrument which provides for the governance of the affairs of a statutory trust and the conduct of its business.
(f)    (1)    “Other business entity” means a corporation, a general or limited partnership, a common–law trust, a limited liability company, a real estate investment trust, or any other unincorporated business.
(2)    “Other business entity” does not include a statutory trust.
(g)    “Person” means a natural person, partnership, limited partnership, limited liability company, trust, estate, association, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity.
(h)    (1)    “Statutory trust” means an unincorporated business, trust, or association that is:
(i)    Formed by filing an initial certificate of trust under § 12–204 of this title; and
(ii)    Governed by a governing instrument.
(2)    “Statutory trust” includes a trust formed under this title on or before May 31, 2010, as a business trust, as the term business trust was then defined in this title.
(i)    (1)    “Trustee” means the person appointed as a trustee in accordance with the governing instrument of a statutory trust.
(2)    “Trustee” may include a beneficial owner of a statutory trust.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 1 - Definitions; General Provisions › Section 12-101.1 - Presumption of Business Trust

The use of the designation “business trust” or a statement in a certificate of trust or governing instrument executed on or before May 31, 2010, to the effect that a trust is or will qualify as a Maryland business trust within the meaning of or in accordance with this title may not create a presumption or an inference that the trust is a business trust for purposes of Title 11 of the United States Code.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 1 - Definitions; General Provisions › Section 12-102 - Applicable Law; Tax Classification; Income Tax Exemption

(a)    Except as provided in the governing instrument of a statutory trust or in this title, the laws of this State pertaining to trusts are hereby made applicable to statutory trusts.
(b)    For purposes of any tax imposed by the Tax – General Article, a statutory trust shall be classified as a corporation, an association, a partnership, a trust, or otherwise, as shall be determined under the United States Internal Revenue Code of 1986, as amended, or under any successor provision.
(c)    Any statutory trust qualifying as a real estate mortgage investment conduit under § 860D of the Internal Revenue Code or any successor provision shall be exempt from income tax except with respect to that portion of its income that is subject to federal income tax.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 1 - Definitions; General Provisions › Section 12-105 - Construction

(a)    This title shall be liberally construed to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
(b)    The presumption that a civil statute in derogation of the common law is construed strictly does not apply to this title.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 2 - Formation and Powers › Section 12-202 - Perpetual Existence; Dissolution; Winding Up; Claims and Obligations

(a)    Except as provided in its governing instrument, a statutory trust:
(1)    Shall have perpetual existence; and
(2)    May not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of the governing instrument of the statutory trust.
(b)    Except as provided in the governing instrument of a statutory trust, the death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 2 - Formation and Powers › Section 12-203 - Principal Office; Resident Agent

(a)    A Maryland statutory trust shall have:
(1)    A principal office in this State; and
(2)    A resident agent.
(b)    (1)    A statutory trust 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 trustees that authorizes the designation or change.
(2)    A statutory trust may change the address of its resident agent by filing for record with the Department a statement of the change signed by one of its trustees or by an officer of the statutory trust.
(3)    A designation or change of a statutory trust’s principal office or its resident agent or its resident agent’s address under this subsection is effective when the Department accepts the resolution or statement for record.
(c)    (1)    A resident agent who changes the resident agent’s name or address in the State shall notify the Department of the change by filing for record with the Department a statement of the change signed by the resident agent or on behalf of the resident agent.
(2)    The statement shall include:
(i)    The names of the statutory trusts for which the change is effective;
(ii)    The resident agent’s old and new addresses or the resident agent’s old and new names; 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 statutory trust, the statement may include a change of address for the principal office if:
(i)    The resident agent notifies the statutory trust in writing that the statement will be filed; and
(ii)    The statement recites that the resident agent has done so.
(4)    The statement of the change of name or address of the resident agent or principal office of a statutory trust 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 the resident agent’s signed resignation.
(2)    Unless a later time is specified in the resignation, the resignation is effective:
(i)    At the time it is filed with the Department, if the statutory trust has appointed a successor resident agent; or
(ii)    10 days after it is filed with the Department, if the statutory trust has not appointed a successor resident agent.
(e)    Service of process on a registered agent designated by a statutory trust under subsection (b) of this section shall be as effective as if served on one of the trustees of the statutory trust.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 2 - Formation and Powers › Section 12-205 - Certificate of Trust -- Execution, Filing, Recordation, Etc

(a)    (1)    Articles of merger or consolidation, a restated certificate of trust, a certificate of amendment, a certificate of cancellation, or an amendment of a certificate or articles shall be executed:
(i)    In the manner required by § 1–301 of this article; or
(ii)    1.    By a person duly authorized by one or more of the trustees; or
2.    If there is no trustee, as provided in the governing instrument of the statutory trust.
(2)    If articles of merger or consolidation or a certificate of termination or amendment of articles of merger or consolidation is being filed by another business entity or a foreign business entity, the articles of merger or consolidation or the certificate of termination or amendment of articles of merger or consolidation shall be executed by a person authorized to execute the articles or certificate on behalf of the other business entity or foreign business entity.
(b)    (1)    An executed copy of each certificate required by this subtitle shall be filed with the Department.
(2)    The Department may not accept for record any certificate that does not meet the requirements of this subtitle.
(3)    The Department may not accept for record or filing any certificate or other document until all required fees have been paid to the Department.
(c)    When the Department accepts for record any certificate or any document designating or changing the name or address of a resident agent or principal office of a Maryland statutory trust, the Department shall promptly record the document.
(d)    The fact that a certificate of trust is on file in the office of the Department is notice:
(1)    That the entity formed in connection with the filing of the certificate of trust is a statutory trust formed under the laws of the State;
(2)    Of all other facts which are required to be set forth in a certificate of trust by § 12–204 of this subtitle; and
(3)    Of the limitation on liability of a series of a statutory trust which is permitted to be set forth in a certificate of trust by § 12–501(d) of this title.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 3 - Beneficial Owners › Section 12-301 - Consideration; Obligations; Penalties Upon Failure to Make Contribution

(a)    (1)    A person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without payment of consideration to the statutory trust.
(2)    The consideration for a beneficial interest in a statutory trust may consist of:
(i)    Money;
(ii)    Tangible or intangible property;
(iii)    Labor or services actually performed for the statutory trust;
(iv)    A promissory note or other obligation for future payment of money;
(v)    The transfer of tangible or intangible property;
(vi)    A contract for future performance of labor or services; or
(vii)    Any combination of the consideration described in items (i) through (vi) of this paragraph.
(b)    Except as provided in the governing instrument of a statutory trust or by agreement between the beneficial owner and the statutory trust:
(1)    A beneficial owner is obligated to the statutory trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability, or any other reason;
(2)    Subject to the provisions of item (3) of this subsection, if a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated to the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made; and
(3)    The obligation provided in item (2) of this subsection shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the statutory trust may have against the beneficial owner under the governing instrument or applicable law.
(c)    (1)    A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, the failure.
(2)    The penalty or consequence may take the form of:
(i)    Reducing or eliminating the defaulting beneficial owner’s proportionate interest in the statutory trust, subordinating the beneficial owner’s interest to that of nondefaulting beneficial owners;
(ii)    A forced sale of the beneficial owner’s interest;
(iii)    A forfeiture or cancellation of the beneficial owner’s interest;
(iv)    A lending by other beneficial owners of the amount necessary to meet the defaulting beneficial owner’s commitment;
(v)    A fixing of the value of the defaulting beneficial owner’s interest by appraisal or by formula, and a redemption or sale of the defaulting beneficial owner’s interest at that value; or
(vi)    Any other penalty or consequence.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 3 - Beneficial Owners › Section 12-302 - Liability; Defenses

(a)    Except as provided in the governing instrument of a statutory trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of a Maryland corporation formed under Title 2 of this article.
(b)    (1)    Neither an obligation of a beneficial owner or trustee of a statutory trust to the statutory trust arising under the governing instrument or a separate agreement in writing, or a note, instrument, or other writing evidencing any such obligation of a beneficial owner or trustee, shall be subject to the defense of usury.
(2)    A beneficial owner or trustee may not interpose the defense of usury with respect to any obligation identified in paragraph (1) of this subsection in any action.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 3 - Beneficial Owners › Section 12-303 - Beneficial Interests

(a)    Except as provided in the governing instrument of a statutory trust, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits and losses of the statutory trust in the proportion of the entire undivided beneficial interest in the statutory trust owned by the beneficial owner.
(b)    (1)    Except as provided in the governing instrument of a statutory trust, a beneficial owner has no interest in specific property of the statutory trust.
(2)    A creditor of the beneficial owner has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.
(c)    A beneficial interest in a statutory trust is personal property notwithstanding the nature of the property of the trust.
(d)    Except as provided in the governing instrument of a statutory trust, a beneficial interest in the statutory trust is freely transferable.
(e)    Except as provided in the governing instrument of a statutory trust, at the time a beneficial owner becomes entitled to receive a distribution, the beneficial owner has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution.
(f)    A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust or for any other purpose.
(g)    Except as provided in the governing instrument of a statutory trust or by agreement, a beneficial owner shall have no preemptive right to acquire any beneficial interest or other interest in the statutory trust.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 3 - Beneficial Owners › Section 12-304 - Indemnification

(a)    Except as provided in its governing instrument, a statutory trust shall have the power to:
(1)    Indemnify and hold harmless, and to obligate itself to indemnify and hold harmless, any beneficial owner from and against any and all claims and demands whatsoever; and
(2)    Pay or reimburse in advance of final disposition of a proceeding, as defined in § 2–418 of this article, any expenses incurred in connection with the proceeding.
(b)    The absence of a provision for indemnity in the governing instrument of a statutory trust may not be construed to deprive a beneficial owner of any right to indemnity that is otherwise available to the beneficial owner under the laws of the State.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 3 - Beneficial Owners › Section 12-305 - Information Access

(a)    Except as provided in the governing instrument of a statutory trust, a beneficial owner, a holder of a voting trust certificate in the statutory trust, or a beneficial owner’s agent may inspect and copy during usual business hours any of the following statutory trust documents:
(1)    The governing instrument and all amendments;
(2)    Minutes of the proceedings of the beneficial owners;
(3)    An annual statement of affairs; and
(4)    Voting trust agreements on file at the statutory trust’s principal office.
(b)    (1)    Except as provided in the governing instrument of a statutory trust, a beneficial owner, who for at least 6 months has been the beneficial owner of record of outstanding beneficial interests of any series or class of beneficial interests of the statutory trust entitled to cast at least 5% of all the votes entitled to be cast generally in the election of trustees, may present to any officer of the statutory trust a written request for a list of the beneficial owners of record of that series or class as disclosed by the records of the statutory trust relating to the issuance and transfer of beneficial interests.
(2)    Except as provided in the governing instrument of a statutory trust, within 20 days after a request for information is made under paragraph (1) of this subsection, the statutory trust shall prepare and have available on file at its principal office a list that:
(i)    Is verified under oath by one of its officers or its transfer agent or registrar; and
(ii)    Sets forth the name and address of each beneficial owner of record of the series or class and the number of shares of the series or class held by the beneficial owner.
(c)    Except as provided in the governing instrument of a statutory trust, each trustee shall have the right to examine all documents and information regarding the statutory trust for any purpose reasonably related to the performance of the trustee’s duties as a trustee.
(d)    Except as provided in its governing instrument a statutory trust shall have the right to keep confidential from the beneficial owners, for such period of time as the trustees deem reasonable, any information that:
(1)    The trustees reasonably believe to be in the nature of trade secrets or other information, the disclosure of which the trustees in good faith believe is not in the best interest of the statutory trust or could damage the statutory trust or its business; or
(2)    The statutory trust is required by law or by agreement with a third party to keep confidential.
(e)    A statutory trust may maintain its records in other than a written form if such form is capable of conversion into a written form within a reasonable time.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 3 - Beneficial Owners › Section 12-306 - Meetings; Actions; Consent; Affirmative Vote

(a)    Except as provided in the governing instrument of a statutory trust:
(1)    Meetings of beneficial owners may be held at any place or by conference telephone or in any other manner by which all persons participating in the meeting may hear each other; and
(2)    Participation in a meeting in accordance with item (1) of this subsection shall constitute presence in person at the meeting.
(b)    Except as provided in the governing instrument of a statutory trust, on any matter that is to be voted on by the beneficial owners:
(1)    The beneficial owners may take action on the matter without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action taken, is signed by the beneficial owners having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all interests in the statutory trust entitled to vote on the matter were present and voted; and
(2)    A beneficial owner may vote:
(i)    In person; or
(ii)    By proxy granted in writing, by means of telephonic or electronic transmission, or as otherwise permitted by applicable law.
(c)    Except as provided in the governing instrument of a statutory trust, a consent transmitted by electronic transmission by a beneficial owner or by a person authorized to act for a beneficial owner shall be deemed to be written and signed for purposes of this section.
(d)    Except as provided in this title or the governing instrument of a statutory trust, any act requiring the approval of the beneficial owners shall be approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 4 - Trustees; Powers; Liabilities › Section 12-401 - Trustee Management; Limitation on Duties and Liabilities of Others

(a)    Except as provided in its governing instrument, the business and affairs of a statutory trust shall be managed under the direction of its trustees.
(b)    Except as provided in the governing instrument of a statutory trust, neither the power to give direction to a trustee or other person nor the exercise by any person, including a beneficial owner, of a direction shall cause that person to have duties, including fiduciary duties, or liabilities relating to the statutory trust or to a beneficial owner.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 4 - Trustees; Powers; Liabilities › Section 12-402 - Trustee Liability; Restrictions on Liability Expansion or Limitations in Governing Instrument

(a)    Subject to the provisions of subsections (d) and (e) of this section, and except as provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, is not personally liable to any person other than the statutory trust or a beneficial owner for any act, omission, or obligation of the statutory trust or any trustee.
(b)    Subject to subsection (c) of this section, a trustee shall perform the trustee’s duties as a trustee, including the duties as a member of a committee of the trustees on which the trustee serves:
(1)    In good faith;
(2)    In a manner that the trustee reasonably believes to be in the best interests of the statutory trust; and
(3)    With the care that an ordinarily prudent person in a like position would use under similar circumstances.
(c)    The governing instrument of a statutory trust may include a provision expanding or limiting the duties of a trustee set forth in subsection (b) of this section, provided that the governing instrument may not eliminate the duty to act in good faith.
(d)    (1)    A trustee who performs the duties of a trustee in accordance with the standard provided under subsection (b) of this section, as may be expanded or limited in the governing instrument in accordance with subsection (c) of this section, has no liability by reason of being or having been a trustee of the statutory trust.
(2)    A trustee shall have no duties other than as set forth in subsection (b) of this section, as expanded or limited in the governing instrument in accordance with subsection (c) of this section.
(3)    The governing instrument of a statutory trust may include a provision expanding or limiting the liability of its trustees and officers to the statutory trust or its beneficial owners, provided that the governing instrument may not limit the liability of its trustees and officers to any extent greater than that permitted by Title 2, Subtitle 4 of this article in connection with the limitation of liability of directors and officers of a Maryland corporation.
(e)    No creditor of a trustee shall have any right to obtain possession of, or otherwise exercise any legal or equitable remedy with respect to, any property of the statutory trust with respect to any claim against, or obligation of, the trustee in the trustee’s individual capacity.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 4 - Trustees; Powers; Liabilities › Section 12-403 - Indemnification

(a)    Except as provided in its governing instrument, a statutory trust shall have the power to:
(1)    Indemnify and hold harmless, and to obligate itself to indemnify and hold harmless, any trustee, officer, employee, or agent from and against any and all claims and demands whatsoever; and
(2)    Pay or reimburse in advance of final disposition of a proceeding, as defined in § 2–418 of this article, reasonable expenses incurred in connection with the proceeding.
(b)    Except as provided in the governing instrument of a statutory trust, a trustee shall be indemnified to the same extent as a director of a corporation under § 2–418 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 4 - Trustees; Powers; Liabilities › Section 12-404 - Meetings; Actions; Consent; Affirmative Vote

(a)    Except as provided in the governing instrument of a statutory trust:
(1)    Meetings of trustees may be held at any place or by conference telephone or in any other manner by which all persons participating in the meeting as trustees may hear each other; and
(2)    Participation in a meeting in accordance with item (1) of this subsection shall constitute presence in person at the meeting.
(b)    Except as provided in the governing instrument of a statutory trust, on any matter that is to be voted on by the trustees:
(1)    The trustees may take action on the matter without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action taken, is signed by the trustees having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all trustees entitled to vote on the matter were present and voted; and
(2)    A trustee may vote:
(i)    In person; or
(ii)    By proxy granted in writing, by means of telephonic or electronic transmission, or as otherwise permitted by applicable law.
(c)    Except as provided in the governing instrument of a statutory trust, a consent transmitted by electronic transmission by a trustee or by a person authorized to act for a trustee shall be deemed to be written and signed for purposes of this section.
(d)    Except as provided in the governing instrument of a statutory trust, any act requiring the approval of the trustees shall be approved by the affirmative vote of a majority of the trustees.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 4 - Trustees; Powers; Liabilities › Section 12-405 - Investment Company

(a)    This section applies to a statutory trust that is an investment company, as defined by the Investment Company Act of 1940.
(b)    A trustee of a statutory trust who with respect to the statutory trust is not an interested person, as defined by the Investment Company Act of 1940, shall be deemed to be independent and disinterested when making a determination or taking any action as a trustee.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 5 - Legal Proceedings › Section 12-501 - Service of Process; Jurisdiction; Attachment; Seizure of Certain Assets

(a)    Service of process on a statutory trust may be effected in the same manner as service of process on a Maryland corporation.
(b)    In the governing instrument of a statutory trust or other writing, a trustee, beneficial owner, or other person may consent to be:
(1)    Subject to:
(i)    The nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction;
(ii)    The exclusive jurisdiction of the courts of the State; or
(iii)    The exclusivity of arbitration in a specified jurisdiction or the State; and
(2)    Served with legal process in the manner prescribed in the governing instrument of the statutory trust or other writing.
(c)    The property of a statutory trust is subject to attachment and execution as if the statutory trust was a corporation.
(d)    Notwithstanding the provisions of this section, if the governing instrument of a statutory trust, including the governing instrument of a statutory trust which is a registered investment company under the Investment Company Act of 1940, creates one or more series or classes as provided in § 12–207(b) of this title, and if separate and distinct records are maintained for any such series or class and the assets associated with any such series or class are held and accounted for separately from the other assets of the statutory trust, or any other series or class, and if the governing instrument so provides, and notice of the limitation on liabilities of a series or class as referenced in this subsection is set forth in the certificate of trust of the statutory trust, then:
(1)    The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series or class shall be enforceable against the assets of that series or class only, and not against the assets of the statutory trust generally or any other series or class; and
(2)    Unless otherwise provided in the governing instrument, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the statutory trust generally or any other series or class shall be enforceable against the assets of that series or class.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-602 - Approval

(a)    Except as provided in the governing instrument of a statutory trust, a merger or consolidation shall be approved by each statutory trust which is to merge or consolidate by a majority of the trustees and by the beneficial owners by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.
(b)    Except as provided in its governing instrument, a merger in which a statutory trust is the successor requires only the approval of a majority of the trustees if:
(1)    The merger does not reclassify or change its outstanding beneficial interests or otherwise amend its governing instrument in any manner requiring a vote of the beneficial owners; and
(2)    The number of beneficial interests to be issued or delivered in the merger is not more than 20 percent of the number of its beneficial interests of the same class or series outstanding immediately before the merger becomes effective.
(c)    The merger or consolidation shall be approved by any other business entity or foreign business entity party to the merger or consolidation in the manner required by the charter, declaration of trust, partnership agreement, or other organization document of the entity and the laws of the jurisdiction where the entity is organized.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-603 - Exchange of Securities; Termination or Amendment of Merger

(a)    In or in connection with a merger or consolidation, beneficial interests or other rights or securities of, or interests in, a statutory trust, other business entity, or foreign business entity which is a party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the successor or any other business entity or foreign business entity, whether or not a party to the transaction.
(b)    Notwithstanding approval by the trustees or beneficial owners, an agreement of merger or consolidation may be terminated or amended at any time prior to the effective time of the merger or consolidation:
(1)    By agreement of the parties to the merger or consolidation; or
(2)    Under a provision for the termination or amendment of the merger or consolidation contained in the agreement of merger or consolidation.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-605 - Articles of Merger or Consolidation -- Contents

Articles of merger or consolidation shall state:
(1)    The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate and as to each foreign business entity, the date of its formation, and whether it is registered or qualified to do business in the State;
(2)    The name of the successor;
(3)    Each county in the State where each entity party to the articles of merger or consolidation has its principal office and any of the parties other than the successor owns an interest in land;
(4)    If the successor is a foreign business entity, the location of its principal office in the jurisdiction in which it is organized and the name and address of its resident agent in the State;
(5)    That the merger or consolidation has been approved by each statutory trust, other business entity, or foreign business entity that is to merge or consolidate in the manner required by its governing instrument or certificate of trust and by the laws of the place where it is organized;
(6)    Any amendment to the certificate of trust of the successor to be effected as part of the merger or consolidation;
(7)    (i)    The manner and basis of converting or exchanging issued beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity into:
1.    Different beneficial interests or other ownership interests of a statutory trust, another business entity, or foreign business entity; or
2.    Any other consideration; and
(ii)    The treatment of any beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity not being converted or exchanged; and
(8)    The future effective time, which shall be a time certain, of the merger or consolidation if it is not to be effective on the acceptance for record by the Department of the articles of merger or consolidation.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-606 - Effective Date

Unless a future effective time is provided in articles of merger or consolidation, in which event a merger or consolidation shall be effective at the future effective time, a merger or consolidation shall be effective on the acceptance for record by the Department of articles of merger or consolidation.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-607 - Governing Instrument

(a)    Notwithstanding anything to the contrary contained in its governing instrument, the governing instrument of a statutory trust containing a specific reference to this section may provide that an agreement of merger or consolidation approved in accordance with this subtitle may:
(1)    Effect any amendment to the governing instrument of the statutory trust; or
(2)    Effect the adoption of a new governing instrument of the statutory trust if it is the successor trust in the merger or consolidation.
(b)    Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of a statutory trust made under this section shall be effective at the effective time of the merger or consolidation.
(c)    The provisions of this section may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this section by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation shall be the governing instrument of the successor trust.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-608 - Certificates of Merger or Consolidation

(a)    The Department shall prepare certificates of merger or consolidation that specify:
(1)    The name of each party to the articles of merger or consolidation;
(2)    The name of the successor and the location of its principal office in the State or, if it has none, its principal place of business; and
(3)    The time the articles of merger or consolidation are accepted for record by the Department.
(b)    In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.
(c)    On receipt of a certificate, a clerk promptly shall record it with the land records.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-609 - Property Certificates

(a)    In order to keep the land assessment records current in each county, the Department shall require a statutory trust, corporation, partnership, limited partnership, or limited liability company to submit with the articles of merger or consolidation a property certificate for each county where a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.
(b)    A property certificate is not required with respect to any property in which the only interest owned by the merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company is a security interest.
(c)    The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by subsection (a) of this section.
(d)    (1)    The property certificate shall provide a deed reference or other description sufficient to identify the property.
(2)    The Department shall indicate on the certificate the time the articles of merger or consolidation are accepted for record and send a copy of it to the chief assessor of the county where the property is located.
(e)    A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure by the Department to act on it.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 6 - Merger or Consolidation › Section 12-610 - Consummation of Merger or Consolidation

(a)    Consummation of a merger or consolidation has the effects provided in this section.
(b)    The separate existence of each statutory trust, other business entity or foreign business entity party to the articles of merger or consolidation, except the successor, ceases.
(c)    The beneficial interests of each statutory trust party to the articles of merger or consolidation which are to be converted or exchanged under the terms of the articles of merger or consolidation cease to exist, subject to the rights of an objecting beneficial owner under the governing instrument or agreement of merger or consolidation.
(d)    In addition to any other purposes and powers set forth in the articles of merger or consolidation, if the articles of merger or consolidation provide, the successor has the purposes and powers of each party to the articles of merger or consolidation.
(e)    (1)    The assets of each party to the articles of merger or consolidation, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.
(2)    Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles of merger or consolidation by its last acting officers or trustees or by the appropriate officers or trustees of the successor.
(f)    (1)    (i)    The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger or consolidation.
(ii)    An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger or consolidation constitutes a lien on the property of the successor.
(2)    A merger or consolidation does not impair the rights of creditors or any liens on the property of any statutory trust, other business entity, or foreign business entity party to the articles of merger or consolidation.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 8 - Forfeiture › Section 12-801 - Annual Obligations; Proclamation of Forfeiture Upon Failure to Fulfill

(a)    (1)    Except with respect to a tax collectible locally, the State Comptroller shall certify to the Department, as soon as practicable after October 1 of each year, a list of every Maryland statutory trust that has not paid a tax that was due before October 1 of the year.
(2)    When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed statutory trust, at the statutory trust’s address as it appears on the Comptroller’s records, a notice that the statutory trust’s right to do business in the State and the right to the use of its name will be forfeited unless the statutory trust pays all taxes, interest, and penalties due.
(3)    The failure of a statutory trust to receive the notice mailed in accordance with paragraph (2) of this subsection does not affect the forfeiture of the statutory trust’s right to do business in the State or to use its name.
(b)    (1)    As soon as practicable after October 1 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland statutory trust that has not paid an unemployment insurance contribution or made a reimbursement payment that was due before October 1 of the year.
(2)    When the Secretary certifies the list to the Department, the Secretary shall mail to each listed statutory trust, at the statutory trust’s address as it appears on the Secretary’s records, a notice that the statutory trust’s right to do business in the State and the right to the use of its name will be forfeited unless the statutory trust pays all contributions, reimbursement payments, interest, and penalties due.
(3)    The failure of a statutory trust to receive the notice mailed in accordance with paragraph (2) of this subsection does not affect the forfeiture of the statutory trust’s right to do business in the State or to use its name.
(c)    As soon as practicable after October 1 of each year, the Department shall certify a list of every Maryland statutory trust that has not filed an annual report with the Department for the prior year as required by law or has not paid a tax that was due before October 1 of the year.
(d)    After the lists are certified, the Department shall issue a proclamation declaring, for each statutory trust included on a list, that, subject to § 12–810 of this subtitle, the right to do business in the State and to use the name of the statutory trust is forfeited as of the date of the proclamation, without proceedings of any kind at law or at equity.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 8 - Forfeiture › Section 12-802 - Notice of Proclamation; Cure

(a)    (1)    Within 10 days after the issuance of a proclamation under § 12–801(d) of this subtitle, the Department shall mail notice of the proclamation to each statutory trust named in the proclamation.
(2)    The notice shall be addressed to the statutory trust at the statutory trust’s mailing address on file with the Department or, if none, at any other address for the statutory trust appearing on the records of the Department.
(b)    A statutory trust that pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due within 60 days after the issuance of the proclamation shall have its right to do business in the State and to use its name reinstated in accordance with § 12–805 of this subtitle retroactive to the date of forfeiture.
2023 Maryland Statutes › Corporations and Associations › Title 12 - Statutory Trusts › Subtitle 8 - Forfeiture › Section 12-803 - Correction of Mistaken Proclamation

(a)    If the Department is satisfied that a statutory trust named in a proclamation issued under § 12–801(d) of this subtitle has not failed to pay the taxes, unemployment insurance contributions, or reimbursement payments, or to file the report within the period specified in § 12–801 of this subtitle, or that the statutory trust has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may file in its records a proclamation correcting the mistake.
(b)    The effect of a proclamation correcting a mistake under subsection (a) of this section is to restore the right of the statutory trust to do business in the State and to use the name of the statutory trust as if the right had at all times remained in full force and effect.