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§ 8-203. Classification of shares provisions

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2021

West's Annotated Code of Maryland
Corporations and Associations
Title 8. Real Estate Investment Trusts (Refs & Annos)
Subtitle 2. Formation and Qualification
Effective: October 1, 2021
MD Code, Corporations and Associations, § 8-203
§ 8-203. Classification of shares provisions
Classification of shares
(a) A real estate investment trust may provide by its declaration of trust:
(1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust and the amount of the preference;
(2) That any specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares and the terms and conditions of redemption, including the time and price of redemption;
(3) That any specified class of shares is convertible into shares of one or more other classes and the terms and conditions of conversion;
(4) That the holders of any specified securities issued or to be issued by the real estate investment trust have any voting or other rights which, by law, are or may be conferred on shareholders;
(5) That the holders of one or more classes or series of shares have exclusive voting rights on an amendment to the declaration of trust that would alter only the contract rights, as expressly set forth in the declaration of trust, of the specified class or series of shares;
(6) For any other preferences, rights, restrictions, including restrictions on transferability or ownership designed to permit the real estate investment trust to qualify under the Internal Revenue Code or regulations adopted under the Code or for any other purpose, and qualifications not inconsistent with law;
(7) That the board of trustees may classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of the shares; and
(8) That the board of trustees may amend the declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class that the trust has authority to issue.
Changes to classifications of shares
(b) If, under a power contained in the declaration of trust, the board of trustees classifies or reclassifies any unissued shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption, the board, before issuing any of the shares, shall file articles supplementary for record with the Department which shall include:
(1) A description of the shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption, as set or changed by the board of trustees; and
(2) A statement that the shares have been classified or reclassified by the board of trustees under the authority contained in the declaration of trust.
Issuance of shares before articles supplementary become effective
(c) Notwithstanding subsection (b) of this section:
(1) The shares issued by a real estate investment trust before the time the articles supplementary with respect to the shares is effective shall cease to be voidable as a result of the failure to file articles supplementary at the time the amendment becomes effective; and
(2) A right or liability accrued by reason of the issuance of the shares before the time the articles supplementary become effective shall be extinguished at the time the articles supplementary become effective, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of the issuance of the stock.
Facts ascertainable outside the declaration of trust
(d)(1) In this subsection, “facts ascertainable outside the declaration of trust” includes:
(i) An action or determination by any person, including the real estate investment trust, the board of trustees of the real estate investment trust, an officer or agent of the real estate investment trust, or any other person affiliated with the real estate investment trust;
(ii) The contents of any agreement to which the real estate investment trust is a party or any other document; and
(iii) Any other event.
(2) Any of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of any class or series of shares may be made dependent upon facts ascertainable outside the declaration of trust and may vary among holders of the shares, provided that the manner in which such facts or variations will operate upon the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of such class or series of shares is clearly and expressly set forth in the declaration of trust.
Issuance of shares of more than one class
(e) If the real estate investment trust has authority to issue shares of more than one class, the certificate evidencing the shares shall contain on its face or back a full statement or summary of:
(1) The designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption of the shares of each class which the real estate investment trust is authorized to issue; and
(2) If the real estate investment trust is authorized to issue any preferred or special class in series:
(i) The differences in the relative rights and preferences between the shares of each series to the extent they have been set; and
(ii) The authority of the board of trustees to set the relative rights and preferences of subsequent series.
Contents of certificate
(f)(1) A summary of the information required by subsection (e) of this section, as included in a registration statement permitted to become effective under the Federal Securities Act of 1933,1 is an acceptable summary for the purposes of this section.
(2) Instead of a full statement or summary, the certificate may state that the real estate investment trust will furnish a full statement of the information required by subsection (e) of this section to any holder of shares on request and without charge.
Issuance of uncertified shares
(g) Unless the declaration of trust provides otherwise, the trustees of a real estate investment trust may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the real estate investment trust. For shares issued without certificates, on request of the shareholder, the real estate investment trust shall send without charge to the shareholder a written statement of the information required on certificates by subsection (e) or (f) of this section.
Supplemental articles
(h) Articles supplementary shall be executed in the manner required by Title 1 of this article.
Restrictions of transferability or ownership
(i) Except as provided in § 8-204 of the Commercial Law Article, the fact that a certificate does not contain or refer to a restriction on transferability or ownership that is adopted after the date of issuance of the certificate does not mean that the restriction is invalid or unenforceable.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 353; Acts 1977, c. 529; Acts 1981, c. 311; Acts 1986, c. 720; Acts 1995, c. 564, § 1, eff. Oct. 1, 1995; Acts 1997, c. 14, § 1, eff. April 8, 1997; Acts 1997, c. 717, § 1, eff. Oct. 1, 1997; Acts 1999, c. 459, § 1, eff. Oct. 1, 1999; Acts 1999, c. 459, § 2, eff. Oct. 1, 1999; Acts 2008, c. 418, § 1, eff. June 1, 2008; Acts 2008, c. 419, § 1, eff. June 1, 2008; Acts 2010, c. 79, § 1, eff. June 1, 2010; Acts 2010, c. 80, § 1, eff. June 1, 2010; Acts 2021, c. 779, § 1, eff. Oct. 1, 2021; Acts 2021, c. 780, § 1, eff. Oct. 1, 2021.
Formerly Art. 78C, §§ 1, 2.

Footnotes

May 27, 1933, ch. 38, Title I, 48 Stat. 74, codified at 15 U.S.C.A. § 77a et seq.
MD Code, Corporations and Associations, § 8-203, MD CORP & ASSNS § 8-203
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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