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Statutes Text

Article - Corporations and Associations




§1–101.

    (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 transfer” means articles of sale, articles of lease, articles of asset exchange, or articles of transfer.

    (d)    “Assets” means any tangible, intangible, real, or personal property or other assets, including goodwill and franchises.

    (e)    “Business trust” means an unincorporated trust or association, including a common–law trust, a Massachusetts trust, a real estate investment trust as defined in § 8–101 of this article, a statutory trust as defined in § 12–101 of this article, and a foreign statutory trust as defined in § 12–101 of this article, that is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of by trustees or the trust for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust.

    (f)    (1)    “Charter” includes:

            (i)    A charter granted by special act of the General Assembly;

            (ii)    Articles or certificate of incorporation;

            (iii)    Amended articles or certificate of incorporation;

            (iv)    Articles of restatement, if approved as described in § 2–609 of this article;

            (v)    Articles of amendment and restatement; and

            (vi)    Articles or agreements of consolidation.

        (2)    “Charter” includes the documents referred to in paragraph (1) of this subsection, either as:

            (i)    Originally passed or accepted for record; or

            (ii)    Amended, corrected, or supplemented by special act of the General Assembly, articles of amendment, articles of amendment and reduction, articles of extension, articles supplementary, articles or agreements of merger, articles of revival, or a certificate of correction.

    (g)    “Charter document” means any:

        (1)    Document enumerated in subsection (f) of this section; and

        (2)    Articles of reduction, articles of transfer, articles of merger, articles of share exchange, articles of conversion, articles of dissolution, and stock issuance statements.

    (h)    “Clerk of the court” means clerk of the circuit court for any county.

    (i)    “Convertible securities” includes:

        (1)    Shares of stock which by their terms are convertible into shares of stock of one or more classes; and

        (2)    Obligations which by their terms are convertible into shares of stock of one or more classes.

    (j)    “County” includes Baltimore City.

    (k)    “Department” means the State Department of Assessments and Taxation.

    (l)    “Director” means a member of the governing body of a corporation, whether designated as a director, trustee, or manager or by any other title.

    (m)    (1)    “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that:

            (i)    May be retained, retrieved, and reviewed by a recipient of the communication; and

            (ii)    May be reproduced directly in paper form by a recipient through an automated process.

        (2)    “Electronic transmission” includes:

            (i)    Electronic mail;

            (ii)    Facsimile transmission;

            (iii)    Internet transmission; and

            (iv)    The use of or participation in one or more electronic networks or databases, including one or more distributed electronic networks or databases.

    (n)    “Entire board of directors” means the number of individuals who are directors of the corporation.

    (o)    “Foreign corporation” means a corporation, association, or joint–stock company organized under 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.

    (p)    “Governing document” means:

        (1)    The articles or certificate of incorporation and the bylaws of a Maryland corporation or a foreign corporation;

        (2)    The articles of organization or certificate of formation and the operating agreement or limited liability company agreement of a domestic limited liability company or a foreign limited liability company;

        (3)    The partnership agreement of an other entity that is a partnership or limited partnership, any statement of partnership authority of a partnership, the certificate of limited partnership of a limited partnership, and the certificate of limited liability partnership of a limited liability partnership;

        (4)    The declaration of trust or governing instrument of a business trust; or

        (5)    A similar governing document or instrument of any other type of entity.

    (q)    “Internal corporate claim” means a claim, including a claim brought by or in the right of a corporation:

        (1)    Based on an alleged breach by a director, an officer, or a stockholder of a duty owed to the corporation or the stockholders of the corporation or a standard of conduct applicable to directors;

        (2)    Arising under this article; or

        (3)    Arising under the charter or bylaws of the corporation.

    (r)    “Mail” means to deposit in the United States mails postage prepaid.

    (s)    “Maryland corporation” means a corporation organized and existing under the laws of this State.

    (t)    “Municipal area” means any incorporated or unincorporated city, town, or village.

    (u)    “Person” includes an individual and a domestic or foreign corporation, business trust, statutory trust, estate, trust, partnership, limited partnership, limited liability company, association, two or more persons having a joint or common interest, or any other legal or commercial entity.

    (v)    “Preclearance” means review of the sufficiency of a document or a draft of a document listed in § 1–203(b)(1) or (4) of this title by an authorized agent of the Department before the document is filed with the Department.

    (w)    “Principal office” means:

        (1)    The place in this State filed or recorded with the Department as the principal office of a corporation or domestic limited partnership; or

        (2)    If there is no principal office designated, the main office of the corporation or domestic limited partnership in this State for the transaction of business.

    (x)    “Resident agent” means an individual residing in this State or a Maryland corporation or limited liability company whose name, address, and designation as a resident agent are filed or recorded with the Department in accordance with the provisions of this article.

    (y)    “Share exchange” means a transaction:

        (1)    In which a corporation acquires all the issued or all the outstanding shares of stock of one or more classes of another corporation by a stockholder vote under this article; and

        (2)    Which does not affect the corporate existence of either corporation.

    (z)    (1)    “Sign” means:

            (i)    To execute or otherwise adopt a name, symbol, word, mark, or process; and

            (ii)    With the present intent to authenticate or adopt a record or identify oneself.

        (2)    “Sign” includes:

            (i)    A manual signature;

            (ii)    A facsimile signature;

            (iii)    A conformed signature; and

            (iv)    An electronic signature.

    (aa)    “Stated capital” means the amount of stated capital determined in accordance with Title 2, Subtitle 3 of this article.

    (bb)    “Stockholder” means a person who is a record holder of shares of stock in a corporation and includes a member of a corporation organized without stock.

    (cc)    “Stockholder rights plan” means an agreement or other instrument under which a corporation issues rights to its stockholders that:

        (1)    May be exercised under specified circumstances to purchase stock or other securities of a corporation or any other person; and

        (2)    May become void if owned by a designated person or classes of persons under specified circumstances.

    (dd)    “Successor” means:

        (1)    A new corporation formed by consolidation;

        (2)    A corporation or other entity surviving a merger;

        (3)    A corporation acquiring stock in a share exchange; or

        (4)    A vendee, lessee, or other transferee in a transfer of assets.

    (ee)    “Transfer assets”, “transfer its assets”, and “transfer of assets” mean to sell, lease, exchange, or otherwise transfer all or substantially all of the assets of a corporation.



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