(a) (1) In this subtitle, “distribution” means: (i) A direct or indirect transfer of money or other property of the corporation in respect of any of its shares; or (ii) An incurrence or forgiveness of indebtedness by a corporation to or for the benefit of the corporation’s stockholders in respect of any of its shares. (2) “Distribution” does not include […]
(a) Each corporation shall keep its books in a manner which shows: (1) The amount and nature of the money or other consideration it receives for the stock which it issues, including: (i) The number of shares of stock of each class issued for the consideration; and (ii) The stated capital attributable to the issued shares of stock of […]
(a) (1) The entire consideration received by a corporation for issuing stock with par value constitutes stated capital to the extent of the aggregate par value of the stock. (2) Any consideration received in excess of the aggregate par value constitutes capital surplus. (b) (1) Except as permitted by paragraph (2) of this subsection, the entire consideration received by a […]
(a) By resolution of its board of directors, a corporation may apply any part of its capital surplus for: (1) The reduction or elimination of a corporate deficit arising from a loss, however incurred, or from diminution in the value of its assets, but only after earned surplus is exhausted; or (2) Any other proper corporate purpose. (b) An […]
The corporation may pay or allow out of the consideration received by it for its stock, the reasonable charges and expenses of its organization or reorganization and the reasonable compensation for the sale or underwriting of its stock, without rendering the stock not full paid and nonassessable and without impairing the stated capital.
(a) Unless the charter provides otherwise, if stated capital is reduced by retiring stock held by the corporation, the board of directors may approve the reduction without stockholder action. (b) (1) Except as provided in subsection (a) of this section or in § 2-605 of this title, a reduction of stated capital of a corporation, whether to be […]
(a) Subject to the limitations of subsection (b) of this section, any surplus which arises from a reduction of stated capital becomes capital surplus and may be made the basis of: (1) A distribution or payment to stockholders; and (2) A reduction of the liability of stockholders whose shares of stock are not fully paid. (b) Except as provided […]
(a) In this section, “reverse stock split” means a combination of outstanding shares of stock of a corporation into a lesser number of shares of stock of the same class without any change in the aggregate amount of stated capital of the corporation, except for a change resulting from the elimination of fractional shares in accordance […]
(a) (1) Subject to the provisions of its charter and § 2-311 of this subtitle, if authorized by its board of directors, a corporation may acquire the corporation’s own shares. (2) Shares acquired under paragraph (1) of this subsection constitute authorized but unissued shares. (3) Shares of a corporation’s own stock acquired by the corporation between the record date […]
(a) This section applies only to a corporation registered as an open–end company under the Investment Company Act of 1940. (b) Subject to the provisions of § 2–311 of this subtitle, a corporation may redeem shares of its stock from any stockholder if: (1) The corporation’s charter expressly provides for the redemption of shares of its stock from […]
(a) In this section, “investment company” means a corporation registered under the Investment Company Act of 1940. (b) Unless otherwise provided in the charter of an investment company, if authorized by its board of directors, shares of any class or series of its stock acquired by an investment company using assets allocated to any other class or […]
(a) (1) No distribution may be made if, after giving effect to the distribution: (i) The corporation would not be able to pay indebtedness of the corporation as the indebtedness becomes due in the usual course of business; or (ii) Except as provided in paragraph (2) of this subsection, the corporation’s total assets would be less than the sum […]
(a) If it is established that the director’s duties were not performed in compliance with § 2-405.1 of this title, a director who votes for or assents to a distribution made in violation of the charter or § 2-311 of this subtitle is personally liable to the corporation for the amount of the distribution that exceeds […]
(a) The president or, if provided in the bylaws, some other executive officer of each corporation shall prepare, or cause to be prepared, annually a full and correct statement of the affairs of the corporation, to include a balance sheet and a financial statement of operations for the preceding fiscal year. (b) Except as provided in subsection […]
