§ 1-101. Definitions
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022
Effective: October 1, 2022
MD Code, Corporations and Associations, § 1-101
§ 1-101. Definitions
(a) In this article, unless the context clearly requires otherwise, the following words have the meanings indicated.
(b) “Address” means the post office address, and includes street and number, if any, county or municipal area, and state and, if outside the United States, country.
(c) “Articles of transfer” means articles of sale, articles of lease, articles of asset exchange, or articles of transfer.
(d) “Assets” means any tangible, intangible, real, or personal property or other assets, including goodwill and franchises.
(e) “Business trust” means an unincorporated trust or association, including a common-law trust, a Massachusetts trust, a real estate investment trust as defined in § 8-101 of this article, a statutory trust as defined in § 12-101 of this article, and a foreign statutory trust as defined in § 12-101 of this article, that is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of by trustees or the trust for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust.
(f)(1) “Charter” includes:
(g) “Charter document” means any:
(i) “Convertible securities” includes:
(l) “Director” means a member of the governing body of a corporation, whether designated as a director, trustee, or manager or by any other title.
(m)(1) “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that:
(n) “Entire board of directors” means the number of individuals who are directors of the corporation.
(o) “Foreign corporation” means a corporation, association, or joint-stock company organized under the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.
(p) “Governing document” means:
(3) The partnership agreement of an other entity that is a partnership or limited partnership, any statement of partnership authority of a partnership, the certificate of limited partnership of a limited partnership, and the certificate of limited liability partnership of a limited liability partnership;
(q) “Internal corporate claim” means a claim, including a claim brought by or in the right of a corporation:
(s) “Maryland corporation” means a corporation organized and existing under the laws of this State.
(u) “Person” includes an individual and a domestic or foreign corporation, business trust, statutory trust, estate, trust, partnership, limited partnership, limited liability company, association, two or more persons having a joint or common interest, or any other legal or commercial entity.
(v) “Preclearance” means review of the sufficiency of a document or a draft of a document listed in § 1-203(b)(1) or (4) of this title by an authorized agent of the Department before the document is filed with the Department.
(w) “Principal office” means:
(x) “Resident agent” means an individual residing in this State or a Maryland corporation or limited liability company whose name, address, and designation as a resident agent are filed or recorded with the Department in accordance with the provisions of this article.
(y) “Share exchange” means a transaction:
(z)(1) “Sign” means:
(aa) “Stated capital” means the amount of stated capital determined in accordance with Title 2, Subtitle 3 of this article.
(bb) “Stockholder” means a person who is a record holder of shares of stock in a corporation and includes a member of a corporation organized without stock.
(cc) “Stockholder rights plan” means an agreement or other instrument under which a corporation issues rights to its stockholders that:
(dd) “Successor” means:
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, §§ 2, 4; Acts 1978, c. 255; Acts 1981, c. 801, § 2; Acts 1982, c. 820, § 3; Acts 1992, c. 536; Acts 1997, c. 654, § 2, eff. July 1, 1998; Acts 1999, c. 300, § 1, eff. June 1, 1999; Acts 2000, c. 642, § 1, eff. June 1, 2000; Acts 2003, c. 387, § 1, eff. June 1, 2003; Acts 2010, c. 611, § 2, eff. June 1, 2010; Acts 2012, c. 285, § 1, eff. Oct. 1, 2012; Acts 2012, c. 286, § 1, eff. Oct. 1, 2012; Acts 2012, c. 599, § 1, eff. Oct. 1, 2012; Acts 2012, c. 600, § 1, eff. Oct. 1, 2012; Acts 2013, c. 67, § 1, eff. Oct. 1, 2013; Acts 2013, c. 68, § 1, eff. Oct. 1, 2013; Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013; Acts 2017, c. 674, § 2, eff. Oct. 1, 2017; Acts 2018, c. 720, § 1, eff. Oct. 1, 2018; Acts 2019, c. 8, § 1, eff. March 27, 2019; Acts 2019, c. 288, § 1, eff. Oct. 1, 2019; Acts 2019, c. 289, §§ 1, 2, eff. Oct. 1, 2019; Acts 2022, c. 289, § 1, eff. Oct. 1, 2022; Acts 2022, c. 290, § 1, eff. Oct. 1, 2022; Acts 2022, c. 292, § 1, eff. Oct. 1, 2022; Acts 2022, c. 293, § 1, eff. Oct. 1, 2022.
MD Code, Corporations and Associations, § 1-101, MD CORP & ASSNS § 1-101
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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