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§ 3-104. Transfer or encumbrance of assets

West's Annotated Code of MarylandCorporations and AssociationsEffective: April 13, 2021

West's Annotated Code of Maryland
Corporations and Associations
Title 3. Corporations in General--Extraordinary Actions (Refs & Annos)
Subtitle 1. Consolidation, Merger, and Transfer of Assets
Effective: April 13, 2021
MD Code, Corporations and Associations, § 3-104
§ 3-104. Transfer or encumbrance of assets
Currentness
Approval of stockholders not required
(a) Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders is not required for any:
(1) Transfer of assets by a corporation in the ordinary course of business actually conducted by it or as a distribution as defined in § 2-301 of this article;
(2) Mortgage, pledge, or creation of any other security interest in any or all of the assets of a corporation, whether or not in the ordinary course of its business;
(3) Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation;
(4) Transfer of assets by a corporation registered as an open-end investment company under the Investment Company Act of 19401, including a transfer between or among classes or series of stock of a corporation; or
(5) Transfer of assets by a corporation that is dissolved.
Specific share exchange
(b) Notwithstanding any other provisions of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders and articles of share exchange are not required for an exchange of shares of stock through voluntary action or under an agreement with the stockholders participating in the exchange.
Applicability
(c) A transaction described in subsection (a) or (b) of this section also may be effected as otherwise provided in this subtitle.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1995, c. 450, § 1, eff. Oct. 1, 1995; Acts 1999, c. 459, § 2, eff. Oct. 1, 1999; Acts 2000, c. 61, § 1, eff. April 25, 2000; Acts 2003, c. 302, § 1, eff. June 1, 2003; Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014; Acts 2018, c. 720, § 1, eff. Oct. 1, 2018; Acts 2020, c. 292, § 1, eff. Oct. 1, 2020; Acts 2020, c. 293, § 1, eff. Oct. 1, 2020; Acts 2021, c. 110, § 1, eff. April 13, 2021.
Formerly Art. 23, § 65.

Footnotes

1
Aug. 22, 1940, ch. 686, Title I, 54 Stat. 789, codified at 15 U.S.C.A. § 80a-1 et seq.
MD Code, Corporations and Associations, § 3-104, MD CORP & ASSNS § 3-104
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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