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2017 Maryland Code
Corporations and Associations
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 1 - Consolidation, Merger, and Transfer of Assets
§ 3-104. Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement
Universal Citation: MD Corp & Assn Code § 3-104 (2017)
- (a) Stockholder approval and articles not required. -- Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, 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 ยง 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.
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