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§ 3-902. Conversion approval by board of directors

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2013

West's Annotated Code of Maryland
Corporations and Associations
Title 3. Corporations in General--Extraordinary Actions (Refs & Annos)
Subtitle 9. Conversions of Corporations (Refs & Annos)
Effective: October 1, 2013
MD Code, Corporations and Associations, § 3-902
§ 3-902. Conversion approval by board of directors
Currentness
In general
(a) A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation's charter.
Majority of board of directors
(b) A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.
Procedures for conversion of corporation
(c) The board of directors of a Maryland corporation that proposes to convert to an other entity shall:
(1) Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and
(2) Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.
Notice
(d) Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:
(1) Each of its stockholders entitled to vote on the proposed transaction; and
(2) Each of its stockholders not entitled to vote on the proposed transaction.
Stockholder vote
(e) The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.
Procedures for conversion of other entity
(f) A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.

Credits

Added by Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013.
MD Code, Corporations and Associations, § 3-902, MD CORP & ASSNS § 3-902
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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