2013 Maryland Code
§ 2-608 - Restatement of charter

MD Corp & Assn Code § 2-608 (2013) What's This?


(a) If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section.

(b) Articles of restatement shall include every charter provision currently in effect, omitting only provisions which this section specifically permits to be omitted, and shall state:

(1) That the corporation desires to restate its charter as currently in effect;

(2) That the provisions set forth in the articles of restatement are all the provisions of the charter currently in effect;

(3) That the restatement of the charter has been approved by a majority of the entire board of directors;

(4) That the charter is not amended by the articles of restatement;

(5) The current address of the principal office of the corporation;

(6) The name and address of the corporation’s current resident agent; and

(7) The number of directors of the corporation and the names of those currently in office.

(c) Articles of restatement may omit all provisions which relate solely to a class of stock if, at the time:

(1) There are no shares of the class outstanding; and

(2) The corporation has no authority to issue any shares of the class.

(d) Articles of restatement may not contain:

(1) Any provisions of the charter which have been eliminated from it by amendment;

(2) The original charter provisions which contained the information required by subsection (b) (5), (6), and (7) of this section, if they are no longer current; or

(3) Any amendment to the charter of the corporation.

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