US Laws, Codes, Statutes & Cases

      (a)      A corporation may file a certificate of notice for record with the Department.

      (b)      A certificate of notice may describe:

            (1)      An action by the corporation, its board of directors, or its stockholders;

            (2)      The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;

            (3)      The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or

            (4)      Any other information that the corporation determines should be disclosed.

      (c)      A certificate of notice may not:

            (1)      Amend, supplement, or correct the charter of the corporation in any manner; or

            (2)      Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.

      (d)      A certificate of notice is not a part of the charter of a corporation.

      (e)      A director of a corporation is not required to authorize or direct the filing of a certificate of notice.

      (f)      A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.

      (g)      A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.