(a) Subject to the provisions of this subtitle, a corporation from time to time may issue: (1) Stock of any class authorized by its charter; and (2) Securities convertible into stock of any class authorized by its charter. (b) The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into […]
(a) A subscription for stock of a corporation which is not yet formed is irrevocable for a period of 3 months, unless: (1) The subscription agreement provides otherwise; or (2) Every subscriber consents to the revocation of the subscription. (b) Unless the subscription agreement provides otherwise, a subscription is not void or unenforceable solely because less than all of […]
(a) Before the issuance of stock or convertible securities, the board of directors shall adopt a resolution that: (1) Authorizes the issuance; (2) Sets the minimum consideration for the stock or convertible securities or a formula for its determination; and (3) Fairly describes any consideration other than money. (b) In the absence of actual fraud in the transaction, the minimum […]
(a) A corporation may not issue stock or convertible securities in violation of a limitation or restriction contained in its charter or bylaws. (b) If stock of the corporation is outstanding and entitled to be voted at the time the board of directors adopts a resolution authorizing the issuance of additional stock or convertible securities, the corporation […]
(a) For a corporation incorporated on or after October 1, 1995, unless the charter expressly grants such rights to the stockholder, a stockholder does not have any preemptive right to subscribe to: (1) Any additional issue of stock; or (2) Any security convertible into an additional issue of stock. (b) For a corporation incorporated before October 1, 1995, a […]
(a) The consideration for the issuance of stock, convertible securities, warrants, or options may consist in whole or in part of: (1) Money; (2) Tangible or intangible property; (3) Labor or services actually performed for the corporation; (4) A promissory note or other obligation for future payment in money; or (5) Contracts for labor or services to be performed. (b) The corporation […]
(a) (1) If, under a power contained in the charter, the board of directors classifies or reclassifies any unissued stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, the board shall file articles supplementary for record with the Department. (2) The board […]
(a) (1) If the board of directors of a corporation registered as an open-end company under the Investment Company Act of 1940 increases or decreases the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has authority to issue in accordance with § 2-105(c) of this title, […]
If the charter of a corporation registered as an investment company under the Investment Company Act of 1940 creates one or more classes or series of stock, and if separate and distinct records are maintained for the class or series and the assets associated with the class or series are held and accounted for separately […]
(a) Each corporation shall maintain, or cause to be maintained on its behalf, a stock ledger which contains: (1) The name and address of each stockholder; and (2) The number of shares of stock of each class or series that the stockholder holds. (b) The stock ledger may be in written form or in any other form that complies […]
(a) Except as provided in subsections (b) and (c) of this section, each stockholder is entitled to stock certificates which represent and certify the shares of stock he holds in the corporation. (b) A stock certificate may not be issued until the stock represented by it is fully paid. (c) (1) Unless the charter or bylaws provide otherwise, the […]
(a) Each stock certificate shall include on its face: (1) The name of the corporation that issues it; (2) The name of the stockholder or other person to whom it is issued; and (3) The class of stock and number of shares it represents. (b) If the corporation has authority to issue stock of more than one class, the stock […]
(a) Each stock certificate shall be signed by the president, a vice president, the chief executive officer, the chief operating officer, the chief financial officer, the chairman of the board, or the vice chairman of the board and countersigned by the secretary, an assistant secretary, the treasurer, an assistant treasurer, or any other officer. (b) Each certificate […]
(a) Unless the bylaws provide otherwise, the board of directors of a corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed. (b) In its discretion, the board may require the owner of the certificate to give bond, with sufficient surety, to […]
(a) A corporation may, but is not obliged to: (1) Issue fractional shares of stock; (2) Eliminate a fractional interest by rounding up to a full share of stock; (3) Arrange for the disposition of a fractional interest by the person entitled to it; (4) Pay cash for the fair value of a fractional share of stock determined as of […]
(a) A stockholder or subscriber for stock of a corporation is not obligated to the corporation or its creditors with respect to the stock, except to the extent that: (1) The subscription price or other agreed consideration for the stock has not been paid; or (2) Liability is imposed under any other provision of this article. (b) The following […]
(a) A director or officer of a corporation may not knowingly and willfully: (1) Authorize or consent to the issuance of unauthorized stock or convertible securities of the corporation; (2) Authorize or consent to the issuance of stock or convertible securities of the corporation except in conformity with the provisions of law which relate to the issuance; or […]
