§ 2-204. Limitations on issuance
West's Annotated Code of MarylandCorporations and Associations
MD Code, Corporations and Associations, § 2-204
§ 2-204. Limitations on issuance
(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 may not issue the stock or the convertible securities unless:
(c) Unless the charter or bylaws provide otherwise, approval of the stockholders is not required under this section for the issuance of stock as a stock dividend.
(d) If the issuance of stock convertible into other stock or of securities convertible into stock, or the issuance of warrants or options exercisable for stock or convertible securities, is authorized in the manner required by this subtitle for the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, the authorization constitutes an authorization of the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, without further specific authorization under this subtitle.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1996, c. 627, § 1, eff. Oct. 1, 1996.
Formerly Art. 23, § 20.
MD Code, Corporations and Associations, § 2-204, MD CORP & ASSNS § 2-204
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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