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§ 2-704. Notice to stockholders

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 7. Ratification of Defective Corporate Acts (Refs & Annos)
Effective: October 1, 2022
MD Code, Corporations and Associations, § 2-704
§ 2-704. Notice to stockholders
Notice of meeting if approval by stockholders required
(a) If ratification of a defective corporate act requires approval by stockholders, the secretary of the corporation shall give notice of the proposed ratification to all stockholders entitled to notice of the meeting in accordance with § 2-504 of this title, stockholders as of the date of the defective corporate act, and holders of putative stock.
Notice of date of ratification if approval by stockholders not required
(b)(1) Except as provided in paragraph (2) of this subsection, if ratification of a defective corporate act does not require approval by stockholders, notice of the ratification may be given to stockholders as of the ratification and as of the date of the defective corporate act and holders of putative stock when the board of directors adopts a resolution in accordance with § 2-702(a) of this subtitle.
(2) In the case of a corporation with a class of equity securities registered under the Securities Exchange Act of 1934, notice of a ratification shall be deemed to be given when the ratification has been disclosed in a document publicly filed with the Securities and Exchange Commission.
Notice given to holders of putative stock
(c)(1) Except as provided in paragraph (2) of this subsection, notice given to holders of putative stock in accordance with this section shall be provided to:
(i) Holders of putative stock as of the date of the defective corporate act;
(ii) Where notice is required under subsection (a) of this section, holders of putative stock as of the record date of the meeting; and
(iii) Where notice is given under subsection (b) of this section, holders of putative stock as of the date on which the board of directors adopted a resolution ratifying the defective corporate act.
(2) Notice is not required to be given to holders of putative stock whose identities or addresses cannot be reasonably determined from the records of the corporation.

Credits

Added by Acts 2022, c. 289, § 1, eff. Oct. 1, 2022; Acts 2022, c. 290, § 1, eff. Oct. 1, 2022.
MD Code, Corporations and Associations, § 2-704, MD CORP & ASSNS § 2-704
Current through legislation effective through May 9, 2024, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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