2010 Maryland Code
CORPORATIONS AND ASSOCIATIONS
TITLE 3 - CORPORATIONS IN GENERAL - EXTRAORDINARY ACTIONS
Subtitle 1 - Consolidation, Merger, and Transfer of Assets
Section 3-104 - Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement.
§ 3-104. Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement.
(a) Stockholder approval and articles not required.- Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise, the approval of the stockholders and articles of transfer or share exchange, as the case may be, are not required for any:
(1) Transfer of assets by a corporation in the ordinary course of business actually conducted by it or as a distribution as defined in § 2-301 of this article;
(2) Mortgage, pledge, or creation of any other security interest in any or all of the assets of a corporation, whether or not in the ordinary course of its business;
(3) Exchange of shares of stock through voluntary action or under any agreement with the stockholders;
(4) Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation; or
(5) Transfer of assets by a corporation registered as an open-end investment company under the Investment Company Act of 1940.
(b) Stockholder approval and articles permitted.- A transaction described in subsection (a) of this section also may be effected as otherwise provided in this subtitle.
[An. Code 1957, art. 23, § 65; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1995, ch. 450; 1999, ch. 459, § 2; 2000, ch. 61, § 1; 2003, ch. 302.]
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