Maryland · statute · Md. Code, Corps. & Ass'ns · 998 active provisions
§1–101. IN EFFECT (a) In this article, unless the context clearly requires otherwise, the following words have the meanings indicated. (b) “Address” means the post office address, and includes street and number, if any, county or municipal area, and state and, if outside the United States, country. (c) “Articles of tra…
(a) Except as otherwise expressly provided by statute, the provisions of this article apply to every Maryland corporation and to all their corporate acts. (b) (1) To the extent that rights conferred by a special act of the General Assembly are inconsistent with provisions of this article, the rights conferred by the sp…
Titles 1 through 3 of this article may be cited as the Maryland General Corporation Law.
(a) The Department may not accept for record any charter document of a Maryland corporation which does not conform with law. However, any document which purports to be acknowledged may be treated by the Department as properly acknowledged. (b) The Department may not accept for record or filing any charter document, qua…
(a) A person may not cause to be recorded under this subtitle a governing document or charter document of an entity that the person knows: (1) Is not authorized by at least one individual whose name is included in the entity name; or (2) Does not otherwise conform to State law. (b) (1) A person who believes that a gove…
(a) (1) In this section the following words have the meanings indicated. (2) “Address” means an address appearing on a governing document, charter, or other document filed for inclusion in the Department’s records. (3) “Owner” means any person listed as an owner of real property in the Department’s records. (b) A perso…
When the Department accepts for record any charter document or any document designating or changing the name or address of a resident agent or principal office of a Maryland corporation, the Department shall: (1) Endorse on the document its acceptance for record and the date and time of acceptance; (2) Record promptly…
§1–203. IN EFFECT (a) In addition to any organization and capitalization fee required under § 1–204 of this subtitle, subject to subsection (c) of this section, the Department shall collect the fees specified in subsection (b) of this section. (b) (1) Except as provided in paragraph (10) of this subsection, for each of…
(a) With the exception of the recording fee to be paid when the Department accepts articles of incorporation for record, a volunteer fire company or volunteer rescue squad incorporated in this State is not subject to any of the recording, filing, or special fees enumerated in § 1–203 of this subtitle. (b) A qualified b…
(a) On payment of the fee provided in § 1–203(b)(8) of this subtitle, the Department shall process documents on an expedited basis as provided in subsection (b) of this section. (b) Subject to subsection (c) of this section, the Department shall: (1) Process documents filed with the Department at least 2 hours before t…
(a) There is a continuing, nonlapsing fund that is not subject to § 7–302 of the State Finance and Procurement Article. (b) (1) Subject to the appropriation process in the State budget, the Department shall use the fund: (i) For the costs of reviewing, processing, and auditing documents filed or requested under this ar…
(a) (1) In this section the following words have the meanings indicated. (2) “Aggregate par value of capital stock” means the sum of the total par value of all classes of stock. (3) “Corporation” includes a joint stock company. (4) “Total par value of a class of capital stock” means: (i) For a class of capital stock ha…
The Department may refuse to accept for record or filing any charter document of a Maryland corporation, unless the original or a certified copy of all prior charter documents not previously recorded or filed are delivered to the Department for record, together with any affidavit or certificate of completeness required…
(a) Unless otherwise provided in this article, all charter documents are effective when accepted for recording or filing by the Department. (b) Except in a proceeding by the State for the forfeiture of a charter or in a proceeding by the State or any of its political subdivisions for the enforcement of any other right…
(a) If any charter document or other corporate document filed with the Department under Titles 1 through 5 or Title 8 of this article contains any typographical error, error of transcription, or other error or has been defectively executed, the document may be corrected by the filing of a certificate of correction. (b)…
(a) A corporation may file a certificate of notice for record with the Department. (b) A certificate of notice may describe: (1) An action by the corporation, its board of directors, or its stockholders; (2) The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this arti…
(a) Notwithstanding any other provision of this title, an entity that is required to have a resident agent may not designate a person as a resident agent without first obtaining the person’s written consent. (b) (1) (i) Unless waived by the Department, an entity shall file a resident agent’s written consent with the De…
(a) In this section, “family farm” means an entity that: (1) Is a domestic entity; (2) (i) 1. Owns, or within 1 year after filing articles of incorporation, articles of organization, or a certificate of partnership, will own or take control of property that qualifies for agricultural use assessment under § 8-209 of the…
(a) Articles supplementary and articles of amendment, restatement, amendment and restatement, consolidation, merger, share exchange, conversion, extension, and validation and, except as provided in § 3–406(b) of this article, articles of dissolution shall be executed as follows: (1) They shall be signed and acknowledge…
(a) Any requirement in this article that a document be acknowledged or verified under oath is satisfied if the document or a signed certificate attached to and made a part of it contains a statement to the effect: (1) Either: (i) That the individual signing the document acknowledges it to be his act; or (ii) If signed…
(a) A corporation may acknowledge by its appointed attorney any document required by law to be acknowledged, and the appointment may be in the document. (b) The document may be acknowledged by the president or a vice president of the corporation without any appointment.
(a) If any corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law of this State relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the corporation. (b) If a Maryland…
§1–401. IN EFFECT (a) Service of process on the resident agent of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or real estate investment trust, or any other person constitutes effective service of process under the Maryland Rules on the corporation, partners…
A determination required or permitted to be made under any provision of this article relating to stated capital, surplus, capital surplus, earned surplus, or any other account or matter relating to the financial position or results of operations of a Maryland corporation is prima facie proper and in accordance with thi…
(a) Unless a lack of power or capacity is asserted in a proceeding described in this section, an act of a corporation or a transfer of real or personal property by or to the corporation is not invalid or unenforceable solely because the corporation lacked the power or capacity to take the action. (b) (1) Lack of corpor…