Maryland State Statute Code

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§2-102.

  1. Except as provided elsewhere in this section, in order to form a corporation, one or more adult individuals acting as incorporators shall:
    1. Sign and acknowledge articles of incorporation; and
    2. File them for record with the Department.
    1. When the Department accepts articles of incorporation for record, the proposed corporation becomes a body corporate under the name and subject to the purposes, conditions, and provisions stated in the articles.
    2. Except in a proceeding by the State for forfeiture of a corporation's charter, acceptance of the articles for record by the Department is conclusive evidence of the formation of the corporation.
    3. The Department may not accept articles of incorporation from a fire or rescue organization to be located in Frederick County for the purpose of providing fire or rescue service in Frederick County unless the articles are accompanied by a written resolution of the Frederick County Board of Commissioners indicating the Board's approval of the proposed incorporation. Incorporated municipalities in Frederick County with primary responsibility for governmental funding for fire service shall within their jurisdiction hold those powers assigned to the Frederick County Commissioners in this section.

§2-110.

  1. The bylaws may contain any provisions not inconsistent with law or the charter of the corporation for the regulation and management of the affairs of the corporation.
  2. The bylaws may divide the directors of the corporation into classes and specify the term of office of each class.
  3. The original or a certified copy of the bylaws, including any amendments to them, shall be kept at the corporation's principal office.
  4. In this subsection, "facts ascertainable outside the bylaws" include:
    1. An action or determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation;
    2. Any agreement or other document; or
    3. Any other event.
  5. Any provision of the bylaws permitted under subsection (a) of this section may be made dependent upon facts ascertainable outside the bylaws.

§2-201.

  1. 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.
  2. The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into which the stock or securities are convertible, without further specific authorization in the charter.
    1. The board of directors of a corporation may, in its sole discretion:
      1. Set the terms and conditions of rights, options, or warrants under a stockholder rights plan; and
      2. Issue rights, options, or warrants under a stockholder rights plan to designated persons or classes of persons.
    2. The rights, options, or warrants under paragraph (1) of this subsection may, in the sole discretion of the board of directors, include any limitation, restriction, or condition that
      1. Precludes, limits, invalidates, or voids the exercise, transfer, or receipt of the rights, options, or warrants by designated persons or classes of persons in specified circumstances; or
      2. Limits for a period not to exceed 180 days the power of a future director, as defined in the stockholder rights plan, to vote for the redemption, modification, or termination of the rights, options, or warrants.

§2-215.

  1. 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.
  2. The following persons are not personally liable to the corporation or its creditors for the unpaid portion of the consideration due for stock:
    1. A transferee or assignee who acquires stock or a subscription for stock in good faith and without knowledge or notice of the nonpayment;
    2. A person who holds the stock as a fiduciary, although the estate in his hands is liable; and
    3. A pledgee or other person who holds stock as security.
  3. The liability imposed by this section may be enforced only by:
    1. The corporation; or
    2. Its receiver or other person winding up its affairs.

§2-401.

  1. The business and affairs of a corporation shall be managed under the direction of a board of directors.
  2. All powers of the corporation may be exercised by or under authority of the board of directors except as conferred on or reserved to the stockholders by law or by the charter or bylaws of the corporation.

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§4A-202.

  1. Any person may form a limited liability company by causing articles of organization to be executed and filed for record with the Department.
  2. A limited liability company is formed at the time when the Department accepts the articles of organization for record or at a later time specified in the articles, if in either case there has been substantial compliance with this title.

§4A-301.

Except as otherwise provided by this title, no member shall be personally liable for the obligations of the limited liability company, whether arising in contract, tort or otherwise, solely by reason of being a member of the limited liability company.

§4A-402.

  1. Except for the requirement set forth in § 4A-404 of this subtitle that certain consents be in writing, members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of its members, including provisions establishing:
    1. The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to persons who are not members;
    2. The manner in which the members will share the assets and earnings of the limited liability company;
    3. The rights of the members to assign all or a portion of their interests in the limited liability company;
    4. The circumstances in which any assignee of a member's interest may be admitted as a member of the limited liability company;
      1. The right to have and a procedure for having a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company;
      2. The procedure for assignment, pledge, or transfer of any interest represented by the certificate; and
      3. Any other provisions dealing with the certificate; and
    6. The method by which the operating agreement may from time to time be amended.
      1. The initial operating agreement shall be agreed to by all persons who are then members.
      2. Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing.
    2. If the operating agreement does not provide for the method by which the operating agreement may be amended, then all of the members must agree to any amendment of the operating agreement.
    3. An amendment to an operating agreement must be evidenced by a writing signed by an authorized person if:
      1. The amendment was adopted without the unanimous consent of members; or
      2. An interest in the limited liability company has been assigned to a person who has not been admitted as a member.
    4. A copy of any written amendment to the operating agreement shall be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.
    1. A court may enforce an operating agreement by injunction or by granting such other relief which the court in its discretion determines to be fair and appropriate in the circumstances.
    2. As an alternative to injunctive or other equitable relief, when the provisions of § 4A-903 of this title are applicable, the court may order dissolution of the limited liability company.