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Subtitle 1 - Consolidation, Merger, and Transfer of Assets
Section 3-101 - Definitions - (a) In this subtitle the following words have the meanings...
Section 3-102 - General Rule - (a) A Maryland corporation having capital stock may: (1) Consolidate...
Section 3-103 - Consideration for Stock or Assets - In a consolidation, merger, or share exchange, stock in a...
Section 3-104 - Transfers in Ordinary Course of Business; Mortgages; Share Exchanges by Voluntary Action or Agreement - (a) Notwithstanding any other provision of this subtitle, unless the...
Section 3-105 - Procedure - (a) A consolidation, merger, share exchange, or transfer of assets...
Section 3-106 - Procedure for Merger of Subsidiary Corporation if Charter of Parent Not Amended - (a) Notwithstanding the provisions of § 3-105 of this subtitle,...
Section 3-106.1 - Procedure for Merger Preceded by Tender or Exchange Offer by Acquiring Entity - (a) (1) In this section the following words have the...
Section 3-106.2 - Formation of Holding Company by Merger - (a) In this section, “holding company” means a Maryland corporation:...
Section 3-107 - Filing of Articles - Articles of consolidation, merger, or share exchange shall be filed...
Section 3-108 - Abandonment of Proposed Consolidation, Merger, or Share Exchange - (a) A proposed consolidation, merger, or share exchange may be...
Section 3-109 - Contents of Articles of Consolidation, Merger, or Share Exchange - (a) In this section, “facts ascertainable outside the articles” includes:...
Section 3-110 - Execution of Articles - Articles of consolidation, merger, or share exchange shall be executed...
Section 3-111 - Action by Department - (a) The Department shall prepare certificates of consolidation, merger, or...
Section 3-112 - Property Certificate for Assessment Records - (a) In order to keep the land assessment records current...
Section 3-113 - Time Consolidation, Merger, or Share Exchange Effective - (a) If the successor in a consolidation or merger or...
Section 3-114 - Effect of Consolidation or Merger - (a) Consummation of a consolidation or merger has the effects...
Section 3-114.1 - Effect of Share Exchange - On consummation of a share exchange, the stockholders of the...
Section 3-115 - Effect of Transfer of Assets - (a) Consummation of a transfer of assets has the effects...
Section 3-116 - Waiver of Exemptions - A Maryland corporation which consolidates, merges, or transfers its assets...
Section 3-117 - Consolidations and Mergers of Foreign Corporations - (a) In this section, “foreign corporation” means a foreign corporation...
Subtitle 2 - Rights of Objecting Stockholders
Section 3-201 - Definitions - (a) In this subtitle the following words have the meanings...
Section 3-202 - Right to Fair Value of Stock - (a) Except as provided in subsection (c) of this section,...
Section 3-203 - Procedure by Stockholder - (a) A stockholder of a corporation who desires to receive...
Section 3-204 - Effect of Demand on Dividend and Other Rights - A stockholder who demands payment for his stock under this...
Section 3-205 - Withdrawal of Demand - A demand for payment may be withdrawn only with the...
Section 3-206 - Restoration of Dividend and Other Rights - (a) The rights of a stockholder who demands payment are...
Section 3-207 - Notice and Offer to Stockholders - (a) (1) The successor promptly shall notify each objecting stockholder...
Section 3-208 - Petition for Appraisal; Consolidation of Proceedings; Joinder of Objectors - (a) Within 50 days after the Department accepts the articles...
Section 3-209 - Notation on Stock Certificate - (a) At any time after a petition for appraisal is...
Section 3-210 - Appraisal of Fair Value - (a) If the court finds that the objecting stockholder is...
Section 3-211 - Action by Court on Appraisers' Report - (a) The court shall consider the report and, on motion...
Section 3-212 - Surrender of Stock - The successor is not required to pay for the stock...
Section 3-213 - Rights of Successor With Respect to Stock - (a) A successor which acquires the stock of an objecting...
Subtitle 3 - Partial Liquidation and Reorganization
Section 3-301 - Reorganization by Order of Court - (a) If the final order of a court makes a...
Section 3-302 - Sale of Property or Franchise Under Court Order - (a) If the property and franchises of a Maryland corporation...
Subtitle 4 - Dissolution
Section 3-401 - General Rule - A corporation having capital stock may be dissolved as provided...
Section 3-402 - Approval of Voluntary Dissolution -- No Stock Outstanding or Subscribed For - (a) If there is no stock entitled to be voted...
Section 3-403 - Approval of Voluntary Dissolution -- Stock Outstanding or Subscribed For - (a) If there is any stock entitled to be voted...
Section 3-404 - Notice to Creditors and Employees of Voluntary Dissolution - Not less than 20 days prior to the filing of...
Section 3-405 - Abandonment or Rescission of Voluntary Dissolution - (a) At any time before articles of dissolution are accepted...
Section 3-406 - Articles of Dissolution - (a) In the case of voluntary dissolution, the articles of...
Section 3-407 - Filing Articles With Department; Payment of Taxes - (a) The corporation shall file articles of dissolution for record...
Section 3-408 - Time Voluntary Dissolution Effective - (a) Except as provided in subsection (b) of this section,...
Section 3-410 - Powers of Directors in Voluntary Dissolution - (a) When a Maryland corporation is voluntarily dissolved, until a...
Section 3-411 - Appointment of Receiver in Voluntary Dissolution - (a) A director, stockholder, or creditor of a Maryland corporation...
Section 3-412 - Distributions to Stockholders in Voluntary Dissolution - (a) If a Maryland corporation is voluntarily dissolved and assets...
Section 3-413 - Grounds for Petition by Stockholders or Creditors for Involuntary Dissolution - (a) Except as provided in subsection (d) of this section,...
Section 3-414 - Appointment of Receiver in Involuntary Dissolution -- in General - (a) This section applies to any proceeding for involuntary dissolution...
Section 3-415 - Appointment of Receiver in Involuntary Dissolution -- Insolvency - (a) In a proceeding for involuntary dissolution brought under §...
Section 3-416 - Appointment of Officer, Director, or Stockholder as Receiver - Except as provided in § 24–203 of the Commercial Law...
Section 3-417 - Certification of Involuntary Dissolution to Department; Notice to Tax Collectors - (a) If a court declares a corporation dissolved, the order...
Section 3-418 - Powers of Receiver in Voluntary and Involuntary Dissolution - (a) The receiver of a Maryland corporation being voluntarily or...
Section 3-419 - Liability of Stockholders, Officers, and Directors in Voluntary or Involuntary Dissolution - (a) The voluntary or involuntary dissolution of a corporation does...
Subtitle 5 - Extension, Forfeiture, Andrevival of Charter
Section 3-501 - Power to Reinstate Expired Charter and Extend Corporate Existence - (a) If the period of existence of a corporation has...
Section 3-502 - Contents and Execution of Articles of Extension - (a) Articles of extension shall include: (1) The date the...
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,...
Section 3-504 - Notice of Proclamation; Effect of Compliance - (a) Within ten days after the issuance of the proclamation,...
Section 3-505 - Correction of Mistakes - (a) If the Department is satisfied that a corporation named...
Section 3-506 - Other Remedies Not Affected - This subtitle does not repeal, supersede, or in any manner...
Section 3-507 - Procedure for Revival of Forfeited Charter - (a) The charter of any corporation which is forfeited for...
Section 3-508 - Contents of Articles of Revival - Articles of revival shall include: (1) The name of the...
Section 3-509 - Conditions on Acceptance of Articles of Revival - The Department may not accept articles of revival for record...
Section 3-510 - Evidentiary Effect of Acceptance of Articles of Revival - Except in a proceeding by the State or any of...
Section 3-512 - Effect of Extension or Revival - The reinstatement and extension of a corporation’s existence under §...
Section 3-513 - Forfeiture of Charter for Misuse of Powers - (a) At any time, the Department may authorize the Attorney...
Section 3-514 - Prohibition Against Doing Business After Forfeiture - (a) Any person who transacts business in the name or...
Section 3-515 - Powers of Directors on Forfeiture - (a) When the charter of a Maryland corporation has been...
Section 3-516 - Appointment of Receiver on Forfeiture - (a) A director, stockholder, or creditor of a Maryland corporation...
Section 3-517 - Distributions to Stockholders on Forfeiture -- When Number of Outstanding Shares Known - (a) When the charter of a Maryland corporation has been...
Section 3-518 - Distributions to Stockholders on Forfeiture -- When Number of Outstanding Shares Unknown - (a) When the charter of a Maryland corporation has been...
Section 3-519 - Conditions on Expiration of Corporate Existence - (a) If the period of existence of a corporation is...
Subtitle 6 - Special Voting Requirements
Section 3-601 - Definitions - (a) In this subtitle the following words have the meanings...
Section 3-602 - Business Combinations -- in General - (a) Unless an exemption under § 3-603(c), (d), or (e)...
Section 3-603 - Business Combinations -- Exemptions - (a) For purposes of this section: (1) “Announcement date” means...
Section 3-604 - Application of Subtitle - This subtitle shall only apply to a Maryland corporation.
Section 3-605 - Short Title - This subtitle may be cited as the Maryland Business Combination...
Subtitle 7 - Voting Rights of Certain Control Shares
Section 3-701 - Definitions - (a) In this subtitle the following words have the meanings...
Section 3-702 - Voting Rights - (a) (1) Holders of control shares of the corporation acquired...
Section 3-703 - Acquiring Person Statement - Any person who proposes to make or who has made...
Section 3-704 - Special Meeting - (a) Except as provided in § 3-705 of this subtitle,...
Section 3-705 - Calls - A call of a special meeting of stockholders of the...
Section 3-706 - Notice of Meeting - (a) If a special meeting of stockholders is requested, notice...
Section 3-707 - Redemption Rights - (a) Unless the charter or bylaws provide otherwise, if an...
Section 3-708 - Status as Objecting Stockholders - (a) Unless the charter or bylaws provide otherwise, before a...
Section 3-709 - Application - This subtitle shall only apply to a Maryland corporation.
Section 3-710 - Short Title - This subtitle may be cited as the Maryland Control Share...
Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers
Section 3-801 - Definitions - (a) In this subtitle the following words have the meanings...
Section 3-802 - Applicability of Subtitle - (a) Notwithstanding any other provision in this article except subsection...
Section 3-803 - Directors -- Classes - (a) (1) Except as provided in subsection (f) of this...
Section 3-804 - Directors -- Removal, Number, and Vacancy - (a) Notwithstanding any other lesser proportion of votes required by...
Section 3-805 - Special Meetings of Stockholders - Notwithstanding any provision in the charter or bylaws, the secretary...
Subtitle 9 - Conversions of Corporations
Section 3-901 - General Rule - (a) In this subtitle, “other entity” means: (1) A foreign...
Section 3-902 - Approval of Conversion - (a) A conversion of a Maryland corporation to an other...
Section 3-903 - Articles of Conversion - (a) In this section, “facts ascertainable outside the articles of...
Section 3-904 - Effect of Conversion - (a) A conversion has the effects provided in this section....
Section 3-905 - Exchange or Conversion of Interests or Stock - (a) In a conversion of an other entity to a...
Section 3-906 - Completion of Conversion - (a) The conversion of an other entity to a Maryland...
Section 3-907 - Abandonment of Proposed Conversion - (a) Unless the charter of the Maryland corporation or articles...