reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-501 - Power to Reinstate Expired Charter and Extend Corporate Existence

(a)    If the period of existence of a corporation has expired under the terms of its charter and if the corporation has been in continuous operation since before the date of expiration, the corporation, at any time within three years after the date of expiration, may reinstate its charter and extend its existence for an additional period or in perpetuity, by filing articles of extension as provided in this section.
(b)    The board of directors of a corporation proposing to reinstate its charter and extend its existence shall:
(1)    Adopt a resolution which declares that the reinstatement and extension are advisable; and
(2)    Direct that the proposed reinstatement and extension be submitted for consideration at either an annual or a special meeting of the stockholders.
(c)    Notice which states that a purpose of the meeting will be to act on the proposed reinstatement and extension shall be given by the corporation in the manner required by Title 2 of this article to:
(1)    Each stockholder entitled to vote on the proposed reinstatement and extension; and
(2)    Each stockholder not entitled to vote if the contract rights of his stock, as expressly set forth in the charter, would be altered by the reinstatement and extension.
(d)    The proposed reinstatement and extension 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.
(e)    Articles of extension shall be filed for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-502 - Contents and Execution of Articles of Extension

(a)    Articles of extension shall include:
(1)    The date the existence of the corporation expired under the terms of its charter;
(2)    The date to which the existence of the corporation is to be extended, or a statement that the existence of the corporation is to be perpetual;
(3)    A statement that the reinstatement and extension have been approved in the manner and by the vote required by this article and the corporation’s charter, and a statement of the manner of approval; and
(4)    A statement that the corporation has been in continuous operation since before the date of expiration.
(b)    Articles of extension shall be executed in the manner required by Title 1 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-503 - Forfeiture of Charter for Nonpayment of Taxes or Failure to File Report

(a)    (1)    Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland corporation which has not paid a tax due before October 1 of the year after the tax became due.
(2)    When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed corporation, at its address as it appears on the Comptroller’s records, a notice that its charter will be repealed, annulled, and forfeited unless all taxes, interest, and penalties due by it are paid.
(3)    The mailing of the notice is sufficient, and the failure of any corporation to receive the notice mailed to it does not affect the repeal, annulment, and forfeiture of its charter.
(b)    (1)    Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland corporation that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due.
(2)    When the Secretary certifies the list to the Department, the Secretary shall mail to each listed corporation, at its address as it appears on the Secretary’s records, a notice that the charter of the corporation will be repealed, annulled, and forfeited unless all contributions, reimbursement payments, interest, and penalties due by the corporation are paid.
(3)    The mailing of the notice is sufficient, and the failure of any corporation to receive the notice mailed to it does not affect the repeal, annulment, and forfeiture of the charter of the corporation.
(c)    Immediately after September 30 of each year, the Department shall certify a list of every Maryland corporation which has not filed an annual report with the Department for the prior year as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due.
(d)    After the lists are certified, the Department shall issue a proclamation declaring that the charters of the corporations are repealed, annulled, and forfeited, and the powers conferred by law on the corporations are inoperative, null, and void as of the date of the proclamation, without proceedings of any kind either at law or in equity.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-504 - Notice of Proclamation; Effect of Compliance

(a)    Within ten days after the issuance of the proclamation, the Department shall mail notice of the proclamation to each corporation named in it. The notice shall be addressed to the corporation at its mailing address on file with the Department or, if none, at any other address appearing on the records of the Department.
(b)    A corporation which pays all taxes, unemployment insurance contributions, reimbursement payments, interest, and penalties due, files the annual report due, or both, as the case may be, within 60 days after the issuance of the proclamation shall have its charter reinstated as of the date of forfeiture.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-505 - Correction of Mistakes

(a)    If the Department is satisfied that a corporation named in the proclamation has not failed to pay the tax, unemployment insurance contributions, or reimbursement payments, or file the report within the period specified in § 3–503 of this subtitle, or that it has been mistakenly reported to the Department by the State Comptroller or the Secretary of Labor, the Department may correct the mistake by filing its proclamation to that effect in its records.
(b)    The effect of a proclamation correcting a mistake is to restore the charter of the corporation as if the charter had at all times remained in full force and effect.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-506 - Other Remedies Not Affected

This subtitle does not repeal, supersede, or in any manner affect any remedy or provision of law:
(1)    For the collection of taxes, unemployment insurance contributions, or reimbursement payments and the interest and penalties due on them; or
(2)    To compel the filing of annual reports.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-507 - Procedure for Revival of Forfeited Charter

(a)    The charter of any corporation which is forfeited for nonpayment of taxes, unemployment insurance contributions, or reimbursement payments or failure to file an annual report may be revived in the manner provided in this section.
(b)    (1)    Any two of the last acting officers of the corporation shall sign and acknowledge articles of revival and file them for record with the Department.
(2)    If the officers authorized to sign and acknowledge the articles of revival are unable or unwilling to do so, the lesser of a majority or 3 of the last acting directors of the corporation may sign and acknowledge them.
(3)    If there are less than the required number of directors of the corporation able and willing to sign and acknowledge the articles:
(i)    Any director or stockholder may call a meeting of the stockholders by giving notice in the manner required by Title 2 of this article, stating the purpose of the meeting; and
(ii)    The stockholders or their successors in interest present at the meeting in person or by proxy, whether or not sufficient to constitute a quorum, may elect a board consisting of the lesser of the number of directors required by the charter and bylaws of the corporation, or 3 directors, who may sign and acknowledge the articles and do all acts necessary and proper to revive the charter of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-508 - Contents of Articles of Revival

Articles of revival shall include:
(1)    The name of the corporation at the time the charter was forfeited;
(2)    The name which the corporation will use after revival, which shall comply with the provisions of this article with respect to corporate names;
(3)    The address of the principal office of the corporation in this State if different from its principal office in this State at the time the charter was forfeited;
(4)    The name and address of the resident agent of the corporation; and
(5)    A statement that the articles of revival are for the purpose of reviving the charter of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-509 - Conditions on Acceptance of Articles of Revival

(a)    The Department may not accept articles of revival for record unless:
(1)    Except as provided in subsection (b) of this section, all annual reports required to be filed by the corporation or which would have been required if the charter had not been forfeited are filed; and
(2)    Unemployment insurance contributions, or reimbursement payments, all State and local taxes, except taxes on real estate, and all interest and penalties due by the corporation or which would have become due if the charter had not been forfeited are paid, whether or not barred by limitations.
(b)    Notwithstanding subsection (a)(1) of this section, a nonstock corporation or religious corporation that files articles of revival and past–due annual reports online is required to file only the seven most recently due annual reports required to be filed by the corporation or which would have been required if the charter had not been forfeited.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-510 - Evidentiary Effect of Acceptance of Articles of Revival

Except in a proceeding by the State or any of its political subdivisions, the acceptance of articles of revival for record by the Department is conclusive evidence of:
(1)    The payment of all fees, taxes, unemployment insurance contributions, and reimbursement payments required to be paid;
(2)    The filing of all reports required to be filed; and
(3)    The revival of the charter of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-512 - Effect of Extension or Revival

The reinstatement and extension of a corporation’s existence under § 3-501 of this subtitle or the revival of a corporation’s charter under § 3-507 of this subtitle has the following effects:
(1)    If otherwise done within the scope of its charter, all contracts or other acts done in the name of the corporation while the charter was void are validated, and the corporation is liable for them; and
(2)    All the assets and rights of the corporation, except those sold or those of which it was otherwise divested while the charter was void, are restored to the corporation to the same extent that they were held by the corporation before the expiration or forfeiture of the charter.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-513 - Forfeiture of Charter for Misuse of Powers

(a)    At any time, the Department may authorize the Attorney General to institute proceedings against a corporation to determine whether the corporation has abused, misused, or failed to use its powers and franchises in a manner which, in the public interest, would make proper the forfeiture of its charter.
(b)    If authorized by the Department, the Attorney General may petition a court of equity for forfeiture of the charter and dissolution of the corporation. The petition shall state the facts on which the forfeiture and dissolution of the corporation is sought.
(c)    In its order, the court shall:
(1)    Find that no legal cause for forfeiture exists, and dismiss the petition;
(2)    Direct the corporation to remedy one or more grievances, on penalty of forfeiture of the charter if they are not remedied within the time set by the order; or
(3)    (i)    Find that legal cause for forfeiture has been shown and that the public interest requires a forfeiture;
(ii)    Declare the charter forfeited and the corporation dissolved; and
(iii)    Appoint a receiver of the assets of the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-514 - Prohibition Against Doing Business After Forfeiture

(a)    Any person who transacts business in the name or for the account of a corporation knowing that its charter has been forfeited and has not been revived is guilty of a misdemeanor and on conviction is subject to a fine of not more than $500.
(b)    For the purpose of this section, unless there is clear evidence to the contrary, a person who was an officer or director of a corporation at the time its charter was forfeited is presumed to know of the forfeiture.
(c)    A prosecution for violation of the provisions of this section may not be instituted after the date articles of revival of the corporation are filed.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-515 - Powers of Directors on Forfeiture

(a)    When the charter of a Maryland corporation has been forfeited, until a court appoints a receiver, the directors of the corporation shall manage its assets for purposes of liquidation.
(b)    Unless and until articles of revival are filed, the directors shall:
(1)    Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation, including necessary expenses of liquidation; and
(2)    Distribute the remaining assets among the stockholders.
(c)    The directors may:
(1)    Carry out the contracts of the corporation;
(2)    Sell all or any part of the assets of the corporation at public or private sale;
(3)    Sue or be sued in the name of the corporation; and
(4)    Do all other acts consistent with law and the charter of the corporation necessary or proper to liquidate the corporation and wind up its affairs.
(d)    Forfeiture of the charter of a corporation does not subject a director of the corporation to a standard of conduct other than the standard of conduct set forth in § 2–405.1 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-516 - Appointment of Receiver on Forfeiture

(a)    A director, stockholder, or creditor of a Maryland corporation which has had its charter forfeited may petition a court of equity to take jurisdiction of the liquidation of the corporation.
(b)    After notice and hearing, the court for good cause shown may order the corporation liquidated under court supervision either by the directors as trustees or by one or more receivers appointed by the court.
(c)    The authority of the director-trustees terminates when a court appoints a receiver.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-517 - Distributions to Stockholders on Forfeiture -- When Number of Outstanding Shares Known

(a)    When the charter of a Maryland corporation has been forfeited, if assets are available for distribution to stockholders and the total number of outstanding shares of stock is known or determinable from the records of the corporation, the director-trustees or receiver may notify the stockholders to prove their interests within a specified time at least 60 days after the date of the notice. The notice shall be mailed to each stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication.
(b)    After the expiration of the time specified in the notice, the director-trustees or receiver may distribute to each stockholder who has proved his interest his proportionate share of the assets, reserving the shares of those who have not proved their interests. Thereafter, the director-trustees or receiver may incur reasonable expenses in locating the remaining stockholders and securing proof of interests from them and may charge the expenses against the funds undistributed at the time the expenses are incurred. From time to time the director-trustees or receiver may distribute a proportionate share to any stockholder who has proved his interest since the prior distribution.
(c)    No earlier than three years from the date of the original notice, the director-trustees or receiver may distribute all surplus assets remaining under his control to those stockholders who have proved their interests and are entitled to distribution. After final distribution, the interest of any stockholder who has not proved his interest is forever barred and foreclosed.
(d)    (1)    Any assets remaining unclaimed 60 days after the final distribution, whether through failure or inability of the postal authorities to deliver the distribution checks or for any other reason, is presumed abandoned and shall be reported to the abandoned property unit of the State Comptroller’s office in accordance with Title 17 of the Commercial Law Article, the Maryland Uniform Disposition of Abandoned Property Act.
(2)    The director-trustees or receiver are released and discharged from all further liability in the matter on payment or delivery of all unclaimed assets to the abandoned property unit of the State Comptroller’s office.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-518 - Distributions to Stockholders on Forfeiture -- When Number of Outstanding Shares Unknown

(a)    When the charter of a Maryland corporation has been forfeited, if assets are available for distribution to stockholders, but the total number of outstanding shares of stock is unknown and indeterminable from the records of the corporation, the director-trustees or receiver shall notify the stockholders to prove their interests within a specified time at least six months after the date of the notice. The notice shall specify the address at which proof of interest is to be given and shall be mailed to each known stockholder at his address as it appears on the records of the corporation and published at least once a week for three successive weeks in a newspaper of general circulation published in the county in which the principal office of the corporation is located. The date of the notice is the later of the date of mailing or the date of first publication.
(b)    (1)    Proof of the interest of a stockholder shall be evidenced by valid stock certificates and shall be given at the address specified in the notice.
(2)    On expiration of the time specified in the notice, it shall be conclusively presumed that, for the purpose of the distribution of assets, the total number of shares of stock entitled to distribution is that number for which interests have been proven within the time specified.
(c)    Within 90 days after the expiration of the time specified in the notice, after deducting the reasonable expenses, including reasonable trustees’ or receiver’s fees, incurred by them in winding up the affairs of the corporation, the director-trustees or receiver shall distribute to each stockholder who has proved his interest his proportionate share of the assets.
(d)    The director-trustees or receiver are released and discharged from all further liability in the matter on distribution of all assets as provided in this section.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 5 - Extension, Forfeiture, and Revival of Charter › Section 3-519 - Conditions on Expiration of Corporate Existence

(a)    If the period of existence of a corporation is limited by its charter, the corporation shall comply with the following conditions before the period of its existence expires:
(1)    All taxes not barred by limitations and payable by the corporation to the Department, including taxes billed at the current rate under § 10–206 of the Tax – Property Article, shall be paid or provided for in a manner satisfactory to the Department;
(2)    The corporation shall submit to the Department certificates of the Comptroller and of each collector of taxes on the list supplied by the Department, as provided in subsection (c) of this section, stating that all taxes not barred by limitations which are imposed on assessments made by the Department and billed by and payable to them by the corporation, including taxes billed for the year in which expiration of existence is to occur, shall be paid or provided for in a manner satisfactory to them; and
(3)    The corporation shall submit to the Department a certificate of the Secretary of Labor stating that all unemployment insurance contributions and reimbursement payments not barred by limitations that are due and payable to the Secretary, including contributions and reimbursement payments for the year in which expiration of existence is to occur, shall be paid or provided for in a manner satisfactory to the Secretary.
(b)    A collector of taxes may not certify the payment of taxes until he has received from the Department certified assessments of personal property after the preceding date of finality and the taxes have been billed at the current year’s rate. However, a certificate based on a satisfactory provision for payment may be made before then.
(c)    On written request of the corporation, the Department shall furnish it without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.
(d)    Notwithstanding any provision of its charter, any corporation with a limited period of existence ceases to exist only as of the later of:
(1)    The date or expiration of the period specified in its charter; or
(2)    The date on which the conditions of subsection (a) of this section are fulfilled.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 6 - Special Voting Requirements › Section 3-602 - Business Combinations -- in General

(a)    Unless an exemption under § 3-603(c), (d), or (e) of this subtitle applies, a corporation may not engage in any business combination with any interested stockholder or any affiliate of the interested stockholder for a period of 5 years following the most recent date on which the interested stockholder became an interested stockholder.
(b)    Unless an exemption under § 3-603 of this subtitle applies, in addition to any vote otherwise required by law or the charter of the corporation, a business combination that is not prohibited by subsection (a) of this section shall be recommended by the board of directors and approved by the affirmative vote of at least:
(1)    80 percent of the votes entitled to be cast by outstanding shares of voting stock of the corporation, voting together as a single voting group; and
(2)    Two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by the interested stockholder who will (or whose affiliate will) be a party to the business combination or by an affiliate or associate of the interested stockholder, voting together as a single voting group.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-702 - Voting Rights

(a)    (1)    Holders of control shares of the corporation acquired in a control share acquisition have no voting rights with respect to the control shares except to the extent approved by the stockholders at a meeting held under § 3–704 of this subtitle by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
(2)    A charter provision permitted by § 2–104(b)(5) of this article may not apply to the proportion of votes required by paragraph (1) of this subsection.
(b)    This subtitle does not apply to the voting rights of shares of stock if the acquisition of the shares specifically, generally, or generally by types, as to specifically identified or unidentified existing or future stockholders or their affiliates or associates, has been approved or exempted by a provision contained in the charter or bylaws and adopted at any time before the acquisition of control shares.
(c)    This subtitle does not apply to:
(1)    A close corporation as defined in § 4–101(b) of this article;
(2)    A corporation having fewer than 100 beneficial owners of its stock;
(3)    A corporation registered under the Investment Company Act of 1940 as an open end investment company; or
(4)    A corporation registered under the Investment Company Act of 1940 as a closed end investment company unless its board of directors adopts a resolution to be subject to this subtitle on or after June 1, 2000.
(d)    For the purposes of subsection (c)(2) of this section, all stockholders of a corporation that have executed an agreement to which the corporation is an executing party governing the purchase and sale of stock of the corporation or a voting trust agreement governing stock of the corporation shall be considered a single beneficial owner of the stock covered by the agreement.
(e)    For the purposes of § 3-701 of this subtitle:
(1)    Shares acquired within 90 days or shares acquired under a plan to make a control share acquisition are considered to have been acquired in the same acquisition; and
(2)    A person may not be deemed to be entitled to exercise or direct the exercise of voting power with respect to shares held for the benefit of others if the person:
(i)    Is acting in the ordinary course of business, in good faith and not for the purpose of circumventing the provisions of this section; and
(ii)    Is not entitled to exercise or to direct the exercise of the voting power of the shares unless the person first seeks to obtain the instruction of another person.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-703 - Acquiring Person Statement

Any person who proposes to make or who has made a control share acquisition may deliver an acquiring person statement to the corporation at the corporation’s principal office. The acquiring person statement shall set forth all of the following:
(1)    The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares;
(2)    A statement that the acquiring person statement is given under this subtitle;
(3)    The number of shares of the corporation owned (directly or indirectly) by the acquiring person and each other member of any group;
(4)    The applicable range of voting power as set forth in § 3–701(e) of this subtitle; and
(5)    If the control share acquisition has not occurred:
(i)    A description in reasonable detail of the terms of the proposed control share acquisition; and
(ii)    Representations of the acquiring person, together with a statement in reasonable detail of the facts on which they are based, that:
1.    The proposed control share acquisition, if consummated, will not be contrary to law; and
2.    The acquiring person has the financial capacity, through financing to be provided by the acquiring person and any additional specified sources of financing required under § 3–705 of this subtitle, to make the proposed control share acquisition.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-704 - Special Meeting

(a)    Except as provided in § 3-705 of this subtitle, if the acquiring person requests, at the time of delivery of an acquiring person statement, and gives a written undertaking to pay the corporation’s expenses of a special meeting, except the expenses of opposing approval of the voting rights, within 10 days after the day on which the corporation receives both the request and undertaking, the directors of the corporation shall call a special meeting of stockholders of the corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.
(b)    The directors may require the acquiring person to give bond, with sufficient surety, to reasonably assure the corporation that this undertaking will be satisfied.
(c)    Unless the acquiring person agrees in writing to another date, the special meeting of stockholders shall be held within 50 days after the day on which the corporation has received both the request and the undertaking.
(d)    If the acquiring person makes a request in writing at the time of delivery of the acquiring person statement, the special meeting may not be held sooner than 30 days after the day on which the corporation receives the acquiring person statement.
(e)    (1)    If no request is made under subsection (a) of this section, the issue of the voting rights to be accorded the shares acquired in the control share acquisition may, at the option of the corporation, be presented for consideration at any meeting of stockholders.
(2)    If no request is made under subsection (a) of this section and the corporation proposes to present the issue of the voting rights to be accorded the shares acquired in a control share acquisition for consideration at any meeting of stockholders, the corporation shall provide the acquiring person with written notice of the proposal not less than 20 days before the date on which notice of the meeting is given.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-705 - Calls

A call of a special meeting of stockholders of the corporation is not required to be made under § 3-704(a) of this subtitle unless, at the time of delivery of an acquiring person statement under § 3-703 of this subtitle, the acquiring person has:
(1)    Entered into a definitive financing agreement or agreements with one or more responsible financial institutions or other entities that have the necessary financial capacity, providing for any amount of financing of the control share acquisition not to be provided by the acquiring person; and
(2)    Delivered a copy of the agreements to the corporation.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-706 - Notice of Meeting

(a)    If a special meeting of stockholders is requested, notice of the special meeting shall be given as promptly as reasonably practicable by the corporation to all stockholders of record as of the record date set for the meeting, whether or not the stockholder is entitled to vote at the meeting.
(b)    Notice of the special or annual meeting of stockholders at which the voting rights are to be considered shall include or be accompanied by the following:
(1)    A copy of the acquiring person statement delivered to the corporation under § 3-703 of this subtitle; and
(2)    A statement by the board of directors of the corporation setting forth the position or recommendation of the board, or stating that the board is taking no position or making no recommendation, with respect to the issue of voting rights to be accorded the control shares.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-707 - Redemption Rights

(a)    Unless the charter or bylaws provide otherwise, if an acquiring person statement has been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, at any time during a 60-day period commencing on the day of a meeting at which voting rights are considered under § 3-704 of this subtitle and are not approved.
(b)    In addition to the redemption rights authorized under subsection (a) of this section, unless the charter or bylaws provide otherwise, if an acquiring person statement has not been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, at any time during a period commencing on the 11th day after the control share acquisition and ending 60 days after a statement has been delivered.
(c)    Any redemption of control shares under this section shall be at the fair value of the shares. For purposes of this section, “fair value” shall be determined:
(1)    As of the date of the last acquisition of control shares by the acquiring person in a control share acquisition or, if a meeting is held under § 3-704 of this subtitle, as of the date of the meeting; and
(2)    Without regard to the absence of voting rights for the control shares.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 7 - Voting Rights of Certain Control Shares › Section 3-708 - Status as Objecting Stockholders

(a)    Unless the charter or bylaws provide otherwise, before a control share acquisition has occurred, if voting rights for control shares are approved at a meeting held under § 3-704 of this subtitle and the acquiring person is entitled to exercise or direct the exercise of a majority or more of all voting power, all stockholders of the corporation (other than the acquiring person) have the rights of objecting stockholders as provided in Subtitle 2 of this title.
(b)    For purposes of applying the provisions of Subtitle 2 of this title to stockholders under this section, the corporation shall be deemed to be a successor in a merger and the date of the most recent approval of voting rights referred to in subsection (a) of this section shall be deemed to be the date of filing of articles of merger for record with the Department.
(c)    The notice required by § 3-207 of this title shall also state that stockholders (other than the acquiring person) are entitled to the rights of objecting stockholders under Subtitle 2 of this title and shall include a copy of this section and Subtitle 2 of this title.
(d)    For purposes of applying the provisions of Subtitle 2 of this title to this section:
(1)    “Fair value” may not be less than the highest price per share paid by the acquiring person in the control share acquisition; and
(2)    §§ 3-202(c) and 3-203(a)(1) and (2) of this title do not apply.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers › Section 3-802 - Applicability of Subtitle

(a)    Notwithstanding any other provision in this article except subsection (b) of this section, this subtitle applies to each corporation that:
(1)    Has a class of equity securities registered under the Securities Exchange Act of 1934; and
(2)    Elects to be subject to any or all provisions, in whole or in part, of this subtitle by provision in:
(i)    Its charter or bylaws; or
(ii)    A resolution of its board of directors.
(b)    (1)    This subtitle applies only to a corporation that has at least three directors who, at the time of any election to become subject to the provisions of this subtitle:
(i)    Are not officers or employees of the corporation;
(ii)    Are not acquiring persons;
(iii)    Are not directors, officers, affiliates, or associates of an acquiring person; and
(iv)    Were not nominated or designated as directors by an acquiring person.
(2)    A director does not fail to satisfy paragraph (1) of this subsection because the director:
(i)    Owns securities issued by the corporation;
(ii)    Is entitled to compensation, retirement, severance, or other benefits as a director of the corporation; or
(iii)    Might continue to serve as a director of the corporation or become a director of an acquiring person.
(3)    This subtitle does not apply to a corporation to the extent that the corporation elects not to be subject to any provision of this subtitle to which it has previously elected to be subject, if the corporation elects not to be subject to the provision in the same manner in which it elected to become subject to the provision, including the satisfaction of subsection (d)(1) of this section, if applicable.
(c)    The charter of a corporation may contain a provision or the board of directors may adopt a resolution that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.
(d)    (1)    A corporation shall file articles supplementary with the Department if:
(i)    The corporation elects to be subject to any or all provisions of this subtitle by resolution of the board of directors or bylaw amendment; or
(ii)    The board of directors adopts a resolution in accordance with subsection (c) of this section that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.
(2)    The articles supplementary shall describe any provision of this subtitle to which the corporation:
(i)    Has elected to become subject; or
(ii)    May not elect to become subject in accordance with the resolution of the board.
(3)    Stockholder approval is not required for the filing of articles supplementary in accordance with paragraph (1) of this subsection.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers › Section 3-803 - Directors -- Classes

(a)    (1)    Except as provided in subsection (f) of this section, notwithstanding any provision in the charter or the bylaws of a corporation, before the first annual meeting of stockholders after a corporation elects to be subject to this subtitle, the board of directors shall designate by resolution, from among its members, directors to serve as class I directors, class II directors, and class III directors.
(2)    To the extent possible, the classes shall have the same number of directors.
(b)    The term of office of the class I directors shall continue until the first annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.
(c)    The term of office of the class II directors shall continue until the second annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.
(d)    The term of office of the class III directors shall continue until the third annual meeting of stockholders following the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.
(e)    At each annual meeting of the stockholders of a corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term continuing until:
(1)    The annual meeting of stockholders held in the third year following the year of their election; and
(2)    Their successors are elected and qualify.
(f)    This subtitle does not limit the power of a corporation by provision in its charter to:
(1)    Confer on the holders of any class or series of preference or preferred stock the right to elect one or more directors; and
(2)    Designate the terms and voting powers of the directors, which may vary among the directors.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers › Section 3-804 - Directors -- Removal, Number, and Vacancy

(a)    Notwithstanding any other lesser proportion of votes required by a provision in the charter or the bylaws, but subject to § 2-406(b)(3) or § 8-205(b)(3) of this article the stockholders of a corporation may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors.
(b)    Subject to § 2-402(a) of this article but notwithstanding any provision in the charter or bylaws, the number of directors of a corporation shall be fixed only by vote of the board of directors.
(c)    (1)    Notwithstanding any provision in the charter or bylaws, this subsection applies to a vacancy that results from:
(i)    An increase in the size of the board of directors; or
(ii)    The death, resignation, or removal of a director.
(2)    Each vacancy on the board of directors of a corporation may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum.
(3)    Any director elected to fill a vacancy shall hold office:
(i)    For the remainder of the full term of the class of directors in which the vacancy occurred; and
(ii)    Until a successor is elected and qualifies.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers › Section 3-805 - Special Meetings of Stockholders

Notwithstanding any provision in the charter or bylaws, the secretary of a corporation may call a special meeting of stockholders only:
(1)    On the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting; and
(2)    In accordance with the procedures set forth under § 2-502(b)(2) and (3) and (e) of this article.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 9 - Conversions of Corporations › Section 3-901 - General Rule

(a)    In this subtitle, “other entity” means:
(1)    A foreign corporation, as defined in § 1–101 of this article;
(2)    A domestic limited liability company, as defined in § 4A–101 of this article;
(3)    A foreign limited liability company, as defined in § 4A–101 of this article;
(4)    A partnership, as defined in § 9A–101 of this article;
(5)    A limited partnership, as defined in § 10–101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10–805 of this article;
(6)    A foreign limited partnership, as defined in § 10–101 of this article;
(7)    A business trust, as defined in § 1–101 of this article; or
(8)    Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.
(b)    Unless the charter provides otherwise, a Maryland corporation may convert to an other entity by:
(1)    Approving the conversion in accordance with § 3–902 of this subtitle; and
(2)    Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.
(c)    An other entity may convert to a Maryland corporation having capital stock by complying with § 3–902 of this subtitle and filing for record with the Department:
(1)    Articles of conversion executed in the manner required by Title 1 of this article; and
(2)    Articles of incorporation, which shall include the name of the converting other entity, executed in the manner required by Title 2 of this article and otherwise complying with the Maryland General Corporation Law.
2023 Maryland Statutes › Corporations and Associations › Title 3 - Corporations in General -- Extraordinary Actions › Subtitle 9 - Conversions of Corporations › Section 3-902 - Approval of Conversion

(a)    A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation’s charter.
(b)    A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.
(c)    The board of directors of a Maryland corporation that proposes to convert to an other entity shall:
(1)    Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and
(2)    Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.
(d)    Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:
(1)    Each of its stockholders entitled to vote on the proposed transaction; and
(2)    Each of its stockholders not entitled to vote on the proposed transaction.
(e)    The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.
(f)    A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.