2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 1-207 - Certificate of correction


MD Corp & Assn Code § 1-207 (2013) What's This?

§1-207.

(a) If any charter document or other corporate document filed with the Department under Titles 1 through 5 or Title 8 of this article contains any typographical error, error of transcription, or other error or has been defectively executed, the document may be corrected by the filing of a certificate of correction.

(b) A certificate of correction shall set forth:

(1) The title of the document being corrected;

(2) The name of each party to the document being corrected;

(3) The date that the document being corrected was filed; and

(4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.

(c) A certificate of correction may not:

(1) Alter the wording of any resolution which was adopted by the board of directors, the board of trustees, the stockholders, or the shareholders of a party to the document being corrected; or

(2) Make any other change or amendment which would not have complied in all respects with the requirements of this article at the time the document being corrected was filed.

(d) (1) Except as provided in paragraph (2) of this subsection, a certificate of correction shall be executed in the same manner in which the document being corrected is required to be executed at the time of the filing of the certificate of correction.

(2) A certificate of correction to articles of incorporation shall be executed by the incorporator or in the manner provided in § 1-301 of this title.

(e) A certificate of correction may not:

(1) Change the effective date of the document being corrected; or

(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.

§ 1-207 - 1. Certificate of notice

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

(b) Contents. -- 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) Contents -- Exceptions. -- 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) Not part of charter. -- A certificate of notice is not a part of the charter of a corporation.

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

(f) When not required to file. -- 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) Execution. -- A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.

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