2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 3-104 - Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement
(a) 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) A transaction described in subsection (a) of this section also may be effected as otherwise provided in this subtitle.
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