Maryland Corporations and Associations Section 5-118

Article - Corporations and Associations

§ 5-118.

      (a)      Only a qualified person may be appointed a proxy to vote stock of a professional corporation.

      (b)      A voting trust with respect to stock of a professional corporation is not valid unless all of the trustees of the trust are stockholders of the professional corporation.

      (c)      Stock in a professional corporation may not be transferred into a trust, unless:

            (1)      All settlors of the trust remain stockholders of the professional corporation for the duration of the trust; and

            (2)      All trustees of the trust are individuals licensed in the State to render the professional service named in the professional corporation's articles of incorporation.

      (d)      (1)      If a settlor of stock in a professional corporation in a trust ceases to be a stockholder in the corporation, the settlor shall be a disqualified stockholder and the corporation shall acquire the stock held by the trust.

            (2)      An acquisition of stock under paragraph (1) of this subsection shall be made under §§ 15-113 through 15-115 of this subtitle.



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