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WES MOORE, Governor Ch. 314
Chapter 314
(Senate Bill 631)
AN ACT concerning
Corporations and Associations – Revisions
FOR the purpose of requiring the State Department of Assessments and Taxation to notify
a person who files a charter document if the Department does not accept the
document; requiring the Department to accept a corrected charter document under
certain circumstances; authorizing certain governing bodies of certain corporations
to take certain actions without a meeting of the governing body subject to certain
conditions; authorizing certain individuals to take certain actions to carry out a final
order under bankruptcy law subject to certain conditions; repealing the authority of
certain persons to maintain a suit in a State court; repealing the penalty imposed on
each officer of a foreign corporation for certain actions; providing the means and
conditions for amending a partnership agreement are governed by the partnership
agreement; specifying the parties bound by the partnership agreement and the
manner in which the agreement may be adopted and amended; and generally
relating to corporations and associations.
BY repealing and reenacting, with amendments,
Article – Corporations and Associations
Section 1–201, 2–408, 3–301, 7–301, 7–302, 9A–103, and 10–302
Annotated Code of Maryland
(2025 Replacement Volume)
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND,
That the Laws of Maryland read as follows:
Article – Corporations and Associations
1–201.
(a) The Department may not accept for record any charter document of a
Maryland corporation which does not conform with law. However, any document which
purports to be acknowledged may be treated by the Department as properly acknowledged.
(b) (1) IF THE DEPARTMENT DOES NOT ACCEPT A CHARTER DOCUMENT
FOR RECORD, THE DEPARTMENT SHALL NOTIFY THE PERSON WHO FILED THE
DOCUMENT OF THE REJECTION AND THE REASON FOR THE REJECTION.
(2) IF A CORRECTED CHARTER DOCUMENT IS REFILED AND
ACCEPTED BY THE DEPARTMENT FOR RECORD WITHIN 30 DAYS AFTER THE
DEPARTMENT’S MAILING OF THE NOTICE OF THE REJECTION, THE DEPARTMENT
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SHALL ACCEPT FOR RECORD THE CORRECTED CHARTER DOCUMENT AS OF THE
DATE THE REJECTED CHARTER DOCUMENT WAS ORIGINALLY FILED.
(C) The Department may not accept for record or filing any charter document,
qualification, registration, change of resident agent or principal office, report, service of
process or notice, or other document until all required recording, filing, organization and
capitalization, and other special fees have been paid to the Department.
[(c)] (D) (1) The Department may accept documents that are filed for record
by electronic transmission.
(2) Documents filed for record by electronic transmission are subject to the
regular filing fees and expedited processing fees provided in § 1–203 of this subtitle.
[(d)] (E) (1) On payment of the regular processing fee and, if applicable,
expedited processing fee provided in § 1–203 of this subtitle, the Department may accept
for preclearance any document or draft of any document listed in § 1–203(b)(1) or (4) of this
subtitle.
(2) The Department may adopt regulations to administer the preclearance
process.
2–408.
(a) Unless the charter or bylaws of the corporation require a greater proportion
or this article requires a different proportion, the action of a majority of the directors
present at a meeting at which a quorum is present is the action of the board of directors.
(b) (1) Unless the bylaws of the corporation provide otherwise, a majority of
the entire board of directors constitutes a quorum for the transaction of business.
(2) The bylaws may provide that less than a majority, but not less than
one–third of the entire board of directors, may constitute a quorum unless:
(i) There are only two or three directors, in which case not less than
two may constitute a quorum; or
(ii) There is only one director, in which case that one will constitute
a quorum.
(c) Any action required or permitted to be taken at a meeting of the board of
directors or of a committee of the board may be taken without a meeting if a unanimous
consent which sets forth the action is:
(1) Given in writing or by electronic transmission by each member of the
board or committee entitled to vote on the matter; and
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WES MOORE, Governor Ch. 314
(2) Filed in paper or electronic form with the minutes of proceedings of the
board or committee.
(D) UNLESS THE CHARTER REQUIRES OTHERWISE, ANY ACTION REQUIRED
OR PERMITTED TO BE TAKEN AT A MEETING OF THE BOARD OF DIRECTORS OR OF A
COMMITTEE OF THE BOARD OF A CORPORATION THAT IS REGISTERED AS AN
OPEN–END INVESTMENT COMPANY UNDER THE FEDERAL INVESTMENT COMPANY
ACT OF 1940 MAY BE TAKEN WITHOUT A MEETING IF THE CONSENT OF A MAJORITY
OF THE ENTIRE BOARD OF DIRECTORS OR A MAJORITY OF THE DIRECTORS SERVING
ON THE COMMITTEE AND IN THE MANNER AND BY THE VOTE REQUIRED UNDER THE
FEDERAL INVESTMENT COMPANY ACT OF 1940 WHICH SETS FORTH THE ACTION IS:
(1) GIVEN IN WRITING OR BY ELECTRONIC TRANSMISSION BY THE
DIRECTORS WHO CONSENT TO THE ACTION;
(2) FILED IN PAPER OR ELECTRONIC FORM WITH THE MINUTES OR
PROCEEDINGS OF THE BOARD OR COMMITTEE; AND
(3) SENT WITHIN 3 DAYS AFTER THE EFFECTIVE DATE OF THE ACTION
TO ALL DIRECTORS OR TO ALL MEMBERS OF THE COMMITTEE.
(E) A DIRECTOR WHO DID NOT CONSENT AND RECEIVES A NOTICE UNDER
SUBSECTION (D) OF THIS SECTION MAY FILE A DISSENT TO THE ACTION BY SENDING
A NOTICE OF DISSENT TO THE SECRETARY OF THE CORPORATION WITHIN 10 DAYS
OF RECEIPT OF THE NOTICE BY:
(1) CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BEARING A
POSTMARK FROM THE UNITED STATES POSTAL SERVICE; OR
(2) ELECTRONIC TRANSMISSION.
[(d)] (F) (1) An individual, whether or not then a director, may assent to an
action by a consent that will be effective at a future time that is no later than 60 days after
the consent is delivered to the corporation or its agent.
(2) The effective time of a consent under this subsection may include a time
determined on the happening of an event that occurs no later than 60 days after the consent
is delivered to the corporation or its agent.
(3) A consent under this subsection shall be deemed to have been given at
the effective time if the individual:
(i) Is a director at the effective time; and
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(ii) Did not revoke the consent before the effective time.
(4) Unless otherwise provided in the consent, a consent under this
subsection is revocable before the effective time.
[(e)] (G) (1) The charter may provide that one or more directors or a class of
directors shall have more or less than one vote per director on any matter.
(2) If the charter provides that one or more directors shall have more or
less than one vote per director on any matter, every reference in this article to a majority
or other proportion of directors shall refer to a majority or other proportion of votes entitled
to be cast by the directors.
3–301.
(a) (1) [If the] SUBJECT TO SUBSECTION (B) OF THIS SECTION, IF A final
order [of a court makes a plan of reorganization] FOR RELIEF HAS BEEN ENTERED OR IS
OTHERWISE EFFECTIVE UNDER FEDERAL BANKRUPTCY LAW AND IS binding on the
stockholders of a corporation, the board of directors OF THE CORPORATION, THE trustee
APPOINTED BY THE BANKRUPTCY COURT, or THE receiver APPOINTED BY THE
BANKRUPTCY COURT, as the case may be, may AMEND THE CHARTER, AMEND THE
BYLAWS, TRANSFER ASSETS, DISSOLVE THE CORPORATION, OR take any OTHER
action necessary to carry out the [plan] ORDER without any [other corporate approval]
ACTION BY THE STOCKHOLDERS.
(2) IF THE FINAL ORDER AUTHORIZES A TRUSTEE OR A RECEIVER TO
TAKE ACTION, THE TRUSTEE OR THE RECEIVER MAY TAKE THE ACTION WITHOUT
THE APPROVAL OF THE BOARD OF DIRECTORS.
(b) (1) ON THE ENTRY OF A FINAL DECREE IN THE BANKRUPTCY
PROCEEDING CLOSING A CASE AND DISCHARGING THE TRUSTEE OR THE RECEIVER,
SUBSECTION (A) OF THIS SECTION SHALL NO LONGER APPLY TO THE CORPORATION.
(2) THE CLOSING OF THE CASE AND DISCHARGE OF THE TRUSTEE OR
THE RECEIVER MAY NOT AFFECT THE VALIDITY OF ANY ACT TAKEN PRIOR TO THE
CLOSING AND DISCHARGE UNDER SUBSECTION (A) OF THIS SECTION.
(C) If a charter document is required to be filed with the Department to carry out
a transaction under subsection (a) of this section, it shall state:
(1) That the transaction was carried out under [a plan of reorganization
pursuant to a] THE final order of a BANKRUPTCY court having jurisdiction;
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WES MOORE, Governor Ch. 314
(2) The name of the court and the caption and docket number of the
proceedings; and
(3) That the transaction was approved by the board of directors, THE
trustee, or THE receiver, as the case may be.
[(c)] (D) If the action is taken by a trustee or receiver, he may sign and
acknowledge the charter document for the corporation, and no other execution,
acknowledgment, or affidavit on behalf of the corporation is required.
7–301.
If a foreign corporation is doing or has done any intrastate, interstate, or foreign
business in this State without complying with the requirements of Subtitle 2 of this title,
[neither] the corporation [nor any person claiming under it] may maintain a suit in any
court of this State [unless] IF it shows to the satisfaction of the court that:
(1) The foreign corporation [or the person claiming under it] has paid the
penalty specified in § 7–302 of this subtitle; and
(2) Either:
(i) The foreign corporation or a foreign corporation successor to it
has complied with the requirements of Subtitle 2 of this title; or
(ii) The foreign corporation and any foreign corporation successor to
it are no longer doing intrastate, interstate, or foreign business in this State.
7–302.
(a) [(1)] If a foreign corporation does any intrastate, interstate, or foreign
business in this State without qualifying or registering as required by Subtitle 2 of this
title, the Department shall impose a penalty of $200 on the corporation.
[(2)] (B) This penalty may be reduced or abated under § 14–704 of the Tax
– Property Article.
[(b) Each officer of a foreign corporation which does intrastate, interstate, or
foreign business in this State without qualifying or registering as required by Subtitle 2 of
this title, and each agent of the foreign corporation who transacts intrastate, interstate, or
foreign business in this State for it is guilty of a misdemeanor and on conviction is subject
to a fine not exceeding $1,000.]
9A–103.
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(a) Except as otherwise provided in subsection (b) of this section, relations among
the partners and between the partners and the partnership AND THE MEANS AND
CONDITIONS FOR AMENDING THE PARTNERSHIP AGREEMENT are governed by the
partnership agreement. To the extent the partnership agreement does not otherwise
provide, this title governs relations among the partners and between the partners and the
partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under § 9A–105 of this subtitle except to
eliminate the duty to provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under §
9A–403(b) of this title;
(3) Eliminate the duty of loyalty under § 9A–404(b) or § 9A–603(b)(3) of
this title, but:
(i) The partnership agreement may identify specific types or
categories of activities that do not violate the duty of loyalty; however, the partnership
agreement may not be amended to expand or add any specific types or categories of
activities that do not violate the duty of loyalty without the consent of all partners after full
disclosure of all material facts; or
(ii) All of the partners or a number or percentage of not less than a
majority of disinterested partners specified in the partnership agreement may authorize or
ratify, after full disclosure of all material facts, a specific act or transaction that otherwise
would violate the duty of loyalty;
(4) Unreasonably reduce the duty of care under § 9A–404(c) or §
9A–603(b)(3) of this title;
(5) Eliminate the obligation of good faith and fair dealing under §
9A–404(d) of this title, but the partnership agreement may prescribe the standards by
which the performance of the obligation is to be measured, if the standards are not
manifestly unreasonable;
(6) Vary the power to dissociate as a partner under § 9A–602(a) of this title,
except to require the notice under § 9A–601(1) of this title to be in writing;
(7) Vary the right of a court to expel a partner in the events specified in §
9A–601(5) of this title;
(8) Vary the requirement to wind up the partnership business in cases
specified in § 9A–801(4), (5), or (6) of this title;
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WES MOORE, Governor Ch. 314
(9) Vary the law applicable to a limited liability partnership under §
9A–106 of this subtitle; or
(10) Restrict rights of third parties under this title.
10–302.
(a) A partnership agreement may provide for classes or groups of limited partners
having the relative rights, powers, and duties that the partnership agreement may provide,
and may provide for the future creation, in the manner provided in the partnership
agreement, of additional classes or groups of limited partners having the relative rights,
powers, and duties senior to existing classes and groups of limited partners as the
partnership agreement may provide.
(b) Subject to § 10–303 of this subtitle, the partnership agreement may grant to
all or certain identified limited partners or a specified class or group of limited partners the
right to vote (on a per capita or any other basis) separately or together with the general
partners or with all or any other class or group of limited partners or on any matter.
(c) A partnership agreement that grants a right to vote may set forth provisions
relating to notice of the time, place, or purpose of any meeting at which any matter is to be
voted on by any limited partners, waiver of any notice, action by consent without a meeting,
the establishment of a record date, quorum requirements, voting in person or by proxy, or
any other matter with respect to the exercise of any right to vote.
(D) A LIMITED PARTNERSHIP IS BOUND BY AND MAY ENFORCE THE
PARTNERSHIP AGREEMENT WHETHER OR NOT THE LIMITED PARTNERSHIP HAS
ITSELF MANIFESTED ASSENT TO THE AGREEMENT.
(E) A PERSON THAT BECOMES A PARTNER IS DEEMED TO ASSENT TO THE
PARTNERSHIP AGREEMENT.
(F) TWO OR MORE PERSONS INTENDING TO BECOME THE INITIAL
PARTNERS OF A LIMITED PARTNERSHIP MAY MAKE AN AGREEMENT THAT PROVIDES
THAT ON THE FORMATION OF THE LIMITED PARTNERSHIP THE AGREEMENT WILL BE
THE PARTNERSHIP AGREEMENT.
(G) UNLESS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT,
THE AFFIRMATIVE VOTE OR CONSENT OF ALL THE PARTNERS IS REQUIRED TO
AMEND THE PARTNERSHIP AGREEMENT.
(H) (1) A PARTNERSHIP AGREEMENT MAY SPECIFY THAT AN AMENDMENT
TO THE AGREEMENT REQUIRES:
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(I) THE APPROVAL OF A PERSON THAT IS NOT A PARTY TO THE
AGREEMENT; OR
(II) THE SATISFACTION OF A CONDITION.
(2) IF THE ADOPTION OF THE AMENDMENT DOES NOT INCLUDE THE
REQUIRED APPROVAL OR SATISFY THE SPECIFIED CONDITION, AN AMENDMENT TO
A PARTNERSHIP AGREEMENT IS INEFFECTIVE.
SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect
October 1, 2026.
Approved by the Governor, April 28, 2026.
–8–Every fact on this page links to its source, starting with the official bill record.