2013 Maryland Code
§ 3-104 - Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement

MD Corp & Assn Code § 3-104 (2013) What's This?


(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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