§ 8-203. Classification of shares provisions
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2021
Effective: October 1, 2021
MD Code, Corporations and Associations, § 8-203
§ 8-203. Classification of shares provisions
(a) A real estate investment trust may provide by its declaration of trust:
(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
(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:
(c) Notwithstanding subsection (b) of this section:
(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.
(d)(1) In this subsection, “facts ascertainable outside the declaration of trust” includes:
(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.
(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:
(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.
(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.
(h) Articles supplementary shall be executed in the manner required by Title 1 of this article.
(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 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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