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Subtitle 1 - Formation and Powers
Section 2-101 - Purpose for Which Corporation May Be Formed; Application of Other Statutes - (a) Except as otherwise expressly provided by law, a corporation...
Section 2-102 - Formation Generally - (a) Except as provided elsewhere in this section, in order...
Section 2-103 - General Powers - Unless otherwise provided by law or its charter, a Maryland...
Section 2-104 - Articles of Incorporation - (a) The articles of incorporation shall include: (1) The name...
Section 2-105 - Charter Provisions Relating to Capital Stock - (a) A corporation may provide by its charter: (1) For...
Section 2-106 - Corporate Name - (a) A corporation shall record its name with the Department...
Section 2-108 - Resident Agent and Principal Office - (a) Each Maryland corporation shall have: (1) A principal office...
Section 2-109 - Organization Meeting of Directors; Adoption of Bylaws - (a) (1) After the Department accepts the articles of incorporation...
Section 2-110 - Contents and Keeping of Bylaws - (a) The bylaws may contain any provisions not inconsistent with...
Section 2-111 - Books and Records - (a) Each corporation shall maintain, or cause to be maintained...
Section 2-112 - Closed-End Investment Company; Required Submissions to Stockholders; Elimination of Trading Discount to Net Asset Value - (a) (1) In this section the following words have the...
Section 2-113 - Internal Corporate Claims - (a) The charter or bylaws of a corporation with capital...
Section 2-114 - Maintenance of Records of a Corporation - (a) This section applies to any books or records maintained...
Section 2-115 - Electronic Transmission of Communication, Consent, or Request - (a) This section applies to the electronic transmission, by means...
Subtitle 2 - Issuance of Securities
Section 2-201 - Power to Issue Stock and Convertible Securities; Effect of Authorization - (a) Subject to the provisions of this subtitle, a corporation...
Section 2-202 - Subscription for Stock - (a) A subscription for stock of a corporation which is...
Section 2-203 - Price and Consideration for Stock - (a) Before the issuance of stock or convertible securities, the...
Section 2-204 - Requisites to Issuance - (a) A corporation may not issue stock or convertible securities...
Section 2-205 - Preemptive Rights - (a) For a corporation incorporated on or after October 1,...
Section 2-206 - Payment for Stock and Convertible Securities - (a) The consideration for the issuance of stock, convertible securities,...
Section 2-208 - Classification or Reclassification of Unissued Stock by Board - (a) (1) If, under a power contained in the charter,...
Section 2-208.1 - Increase or Decrease in Aggregate Number of Shares or in the Number of Shares in Any Class of Stock - (a) (1) If the board of directors of a corporation...
Section 2-208.2 - Enforcement of Debts, Liabilities and Obligations of a Particular Class or Series of Stock - If the charter of a corporation registered as an investment...
Section 2-209 - Stock Ledger - (a) Each corporation shall maintain, or cause to be maintained...
Section 2-210 - Issuance of Stock Certificate - (a) Except as provided in subsections (b) and (c) of...
Section 2-211 - Contents of Stock Certificate - (a) Each stock certificate shall include on its face: (1)...
Section 2-212 - Signature and Seal on Certificates for Stock and Other Securities - (a) Each stock certificate shall be signed by the president,...
Section 2-213 - Lost Stock Certificate - (a) Unless the bylaws provide otherwise, the board of directors...
Section 2-214 - Fractional Shares - (a) A corporation may, but is not obliged to: (1)...
Section 2-215 - Liability of Subscribers and Holders - (a) A stockholder or subscriber for stock of a corporation...
Section 2-216 - Prohibited Acts; Penalty - (a) A director or officer of a corporation may not...
Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares
Section 2-301 - Distribution - (a) (1) In this subtitle, “distribution” means: (i) A direct...
Section 2-302 - Capital Account - (a) Each corporation shall keep its books in a manner...
Section 2-303 - Determination of Amount of Stated Capital and Capital Surplus - (a) (1) The entire consideration received by a corporation for...
Section 2-304 - Application of Capital Surplus - (a) By resolution of its board of directors, a corporation...
Section 2-305 - Expenses of Organization, Reorganization, and Financing - The corporation may pay or allow out of the consideration...
Section 2-306 - Reduction of Stated Capital - (a) Unless the charter provides otherwise, if stated capital is...
Section 2-308 - Surplus Considered Capital Surplus - (a) Subject to the limitations of subsection (b) of this...
Section 2-309 - Distributions; Stock Dividends and Stock Splits - (a) In this section, “reverse stock split” means a combination...
Section 2-310 - Acquisition of Own Stock -- in General - (a) (1) Subject to the provisions of its charter and...
Section 2-310.1 - Redemption of Own Stock -- Open-End Investment Companies - (a) This section applies only to a corporation registered as...
Section 2-310.2 - Shares Held in Fiduciary Capacity for Benefit of Other Class of Shares - (a) In this section, “investment company” means a corporation registered...
Section 2-311 - Restrictions on Making Distributions - (a) (1) No distribution may be made if, after giving...
Section 2-312 - Liabilities of Directors; Contribution - (a) If it is established that the director’s duties were...
Section 2-313 - Annual Statement of Affairs - (a) The president or, if provided in the bylaws, some...
Subtitle 4 - Directors and Officers
Section 2-401 - Function of Directors - (a) All business and affairs of a corporation, whether or...
Section 2-402 - Number of Directors - (a) Each corporation shall have at least one director. (b)...
Section 2-403 - Qualifications of Directors and Nominees for Director - (a) Each director and each nominee for director of a...
Section 2-404 - Election and Tenure of Directors - (a) Until successors are elected and qualify, the board of...
Section 2-405 - Directors Holding Over - (a) (1) Except as provided in paragraph (2) of this...
Section 2-405.1 - Standard of Care Required of Directors - (a) In this section, “act” includes, as the context requires:...
Section 2-405.2 - Corporate Limitations on Director Liability - The charter of the corporation may include any provision expanding...
Section 2-405.3 - When Director of Investment Company Deemed Independent and Disinterested - (a) This section applies to a corporation that is an...
Section 2-406 - Removal or Resignation of Director - (a) The stockholders of a corporation may remove any director,...
Section 2-407 - Vacancy on Board - (a) (1) Except as provided in paragraph (2) of this...
Section 2-408 - Action by Directors - (a) Unless the charter or bylaws of the corporation require...
Section 2-409 - Meetings of Directors - (a) Unless the bylaws of the corporation provide otherwise, a...
Section 2-410 - Dissent of Director to Action of Board - (a) A director of a corporation who is present at...
Section 2-411 - Executive and Other Committees - (a) The board of directors of a corporation may: (1)...
Section 2-412 - Required and Permitted Officers - (a) Each Maryland corporation shall have the following officers: (1)...
Section 2-413 - Election, Tenure, and Removal of Officers - (a) Unless the bylaws provide otherwise, the board of directors...
Section 2-414 - Powers and Duties of Officers and Agents - (a) As between himself and the corporation, an officer or...
Section 2-415 - Holding More Than One Office - (a) If permitted by the bylaws, a person may hold...
Section 2-416 - Financial Assistance to Officers and Employees - (a) A corporation may lend money to, guarantee an obligation...
Section 2-418 - Indemnification of Directors, Officers, Employees, and Agents - (a) (1) In this section the following words have the...
Section 2-419 - Interested Director Transactions - (a) If subsection (b) of this section is complied with,...
Subtitle 5 - Stockholders
Section 2-501 - Annual Meeting - (a) Each corporation shall hold an annual meeting of its...
Section 2-502 - Special Meeting - (a) A special meeting of the stockholders of a corporation...
Section 2-502.1 - Participation in Meeting via Conference Communications - (a) Unless restricted by the charter or bylaws of the...
Section 2-503 - Place of Meetings - (a) Unless the charter provides otherwise, meetings of stockholders shall...
Section 2-504 - Notice; Meetings; Stockholder Proposals - (a) Not less than 10 nor more than 90 days...
Section 2-504.1 - Single Notice - (a) Subject to § 2–504(d) of this subtitle, any notice...
Section 2-505 - Informal Action by Stockholders - (a) Except as provided in subsection (b) of this section,...
Section 2-506 - Quorum; Voting - (a) Unless this article or the charter of a corporation...
Section 2-507 - General Right to Vote; Proxies - (a) Unless the charter provides for a greater or lesser...
Section 2-508 - Voting by Certain Holders of Stock - (a) (1) A fiduciary may vote, either in person or...
Section 2-509 - Voting of Stock Held by Corporation - (a) Stock registered in the name of a corporation, if...
Section 2-510 - Voting Trust - One or more stockholders of a corporation may confer the...
Section 2-510.1 - Written Agreement for Exercise of Voting Rights - Two or more stockholders of a corporation may enter into...
Section 2-511 - Record Date and Closing of Transfer Books - (a) Unless the bylaws provide otherwise, the board of directors...
Section 2-512 - Stockholder's Right of Inspection - (a) Any stockholder, holder of a voting trust certificate in...
Section 2-513 - Additional Right of Inspection of Stockholders of 5 Percent of Stock - (a) Unless the charter of a corporation provides otherwise by...
Section 2-514 - Certification of Beneficial Owners of Stock - (a) The charter or bylaws of a corporation may provide...
Subtitle 6 - Amendment or Restatement of Charter
Section 2-601 - General Rule; Exception - (a) A corporation having capital stock may amend or restate...
Section 2-602 - Power to Amend Charter - (a) A corporation may amend its charter from time to...
Section 2-603 - Charter Amendment -- No Stock Outstanding or Subscribed For - (a) If there is no stock outstanding or subscribed for...
Section 2-604 - Charter Amendment -- Stock Outstanding or Subscribed For - (a) This section does not apply to a charter amendment...
Section 2-605 - Charter Amendment -- Minor Changes in Name or Designation of Stock Classes or Series - (a) Notwithstanding the provisions of § 2–604 of this subtitle,...
Section 2-606 - Charter Amendment -- Multiple Amendments - Any number of amendments may be considered at a single...
Section 2-606.1 - Stock Authorized by Amendment Prohibited From Issuance Prior to Amendment Effective Date -- Stock Ceasing to Be Voidable -- Extinguishment of Certain Rights or Liabilities - (a) A board may not issue any of the stock...
Section 2-607 - Contents of Articles of Amendment - (a) Articles of amendment shall set forth the amendment and...
Section 2-608 - Restatement of Charter - (a) If authorized by a majority of the entire board...
Section 2-609 - Amendment and Restatement of Charter - (a) A complete restatement of the charter may be submitted...
Section 2-610 - Execution and Filing of Articles - Articles of amendment, articles of restatement, and articles of amendment...
Section 2-610.1 - Time Articles Effective - Articles of amendment and articles of amendment and restatement are...
Section 2-611 - Effect of Articles - (a) When articles of amendment become effective, the amendment becomes...
Section 2-612 - Abandonment of Proposed Amendment - (a) A proposed amendment to the charter of a corporation...