LAWRENCE J. HOGAN, JR., Governor Ch. 290
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Chapter 290
(Senate Bill 879)
AN ACT concerning
Corporations and Associations – Ratification of Defective Corporate Acts
FOR the purpose of establishing a process by which a defective corporate act may be ratified
by a board of directors of a corporation or its stockholders; requiring a corporation
ratifying a defective corporate act that would have required a filing with the State
Department of Assessments and Taxation to file articles of validation with the
Department; authorizing an adversely affected person or entity to file an action
contesting a ratification under this Act; applying this Act to real estate investment
trusts; and generally relating to the ratification of defective corporate acts.
BY repealing and reenacting, with amendments,
Article – Corporations and Associations
Section 1–101(f), 1–203(b)(1), 1–301, and 8–601.1
Annotated Code of Maryland
(2014 Replacement Volume and 2021 Supplement)
BY repealing and reenacting, without amendments,
Article – Corporations and Associations
Section 1–101(g)
Annotated Code of Maryland
(2014 Replacement Volume and 2021 Supplement)
BY adding to
Article – Corporations and Associations
Section 2–701 through 2–707 to be under the new subtitle “Subtitle 7. Ratification of
Defective Corporate Acts”
Annotated Code of Maryland
(2014 Replacement Volume and 2021 Supplement)
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEM BLY OF MARYLAND,
That the Laws of Maryland read as follows:
Article – Corporations and Associations
1–101.
(f) (1) “Charter” includes:
(i) A charter granted by special act of the General Assembly;
(ii) Articles or certificate of incorporation; Ch. 290 2022 LAWS OF MARYLAND
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(iii) Amended articles or certificate of incorporation;
(iv) Articles of restatement, if approved as described in § 2–609 of
this article;
(v) Articles of amendment and restatement; and
(vi) Articles or agreements of consolidation.
(2) “Charter” includes the documents referred to in paragraph (1) of this
subsection, either as:
(i) Originally passed or accepted for record; or
(ii) Amended, corrected, or supplemented by special act of the
General Assembly, articles of amendment, articles of amendment and reduction, articles of
extension, articles supplementary, articles or agreements of merger, articles of revival, [or]
a certificate of correction, OR ARTICLES OF VALID ATION.
(g) “Charter document” means any:
(1) Document enumerated in subsection (f) of this section; and
(2) Articles of reduction, articles of transfer, articles of merger, articles of
share exchange, articles of conversion, articles of dissolution, and stock issuance
statements.
1–203.
(b) (1) Except as provided in paragraph (10) of this subsection, for each of the
following documents, the nonrefundable processing fee is $100:
Document
Articles of incorporation
Articles of amendment
Articles of extension
Articles of restatement of charter
Articles of amendment and restatement
Articles supplementary
Articles of share exchange
Articles of consolidation or merger
Articles of revival for stock corporation
Articles of revival for nonstock corporation
Articles of conversion
ARTICLES OF VALIDATION LAWRENCE J. HOGAN, JR., Governor Ch. 290
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1–301.
(a) Articles supplementary and articles of amendment, restatement, amendment
and restatement, consolidation, merger, share exchange, conversion, [and] extension, AND
VALIDATION and, except as provided in § 3–406(b) of this article, articles of dissolution
shall be executed as follows:
(1) They shall be signed and acknowledged for each corporation, statutory
trust, or real estate investment trust party to the articles, by its chairman or vice chairman
of the board of directors or board of trustees, by its chief executive officer, chief operating
officer, chief financial officer, president, or one of its vice presidents, or, if authorized by the
bylaws or resolution of the board of directors or board of trustees, by any other officer or
agent of the corporation, statutory trust, or real estate investment trust;
(2) They shall be witnessed or attested by the secretary, treasurer, chief
financial officer, assistant treasurer, or assistant secretary of each corporation, statutory
trust, or real estate investment trust party to the articles, or, if authorized by the bylaws
or resolution of the board of directors or board of trustees, by any other officer or agent of
the corporation, statutory trust, or real estate investment trust;
(3) They shall be signed and acknowledged for each other entity party to
the articles by a person authorized to act for the entity by law or by the governing document;
and
(4) The matters and facts set forth in the articles with respect to
authorization and approval shall be verified under oath as follows:
(i) With respect to any Maryland corporation, statutory trust, or
real estate investment trust party to the articles, by the chairman or the secretary of the
meeting at which the articles or transaction were approved, by the chairman or vice
chairman of the board of directors or board of trustees, by the chief executive officer, chief
operating officer, chief financial officer, president, vice president, secretary, or assistant
secretary of the corporation, statutory trust, or real estate investment trust, or, if
authorized in accordance with item (1) of this subsection, by any other officer or agent of
the corporation, statutory trust, or real estate investment trust;
(ii) With respect to any foreign corporation party to articles of
consolidation, merger, or share exchange, by the chief executive officer, chief operating
officer, chief financial officer, president, vice president, secretary, or assistant secretary of
the corporation; and
(iii) With respect to any other Maryland or foreign entity party to the
articles, by a person authorized by law or by the governing document to act for the entity.
(b) All other instruments required to be filed with the Department may be signed: Ch. 290 2022 LAWS OF MARYLAND
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(1) By the chairman or vice chairman of the board of directors, the chief
executive officer, chief operating officer, president, or any vice president and witnessed or
attested by the secretary or any assistant secretary, or by any other officer or agent of the
corporation who is authorized by the bylaws or resolution of the board of directors to
perform the duties usually performed by the secretary;
(2) If it appears from the instrument that there are no such officers, by a
majority of the directors or by such directors as may be designated by the board and the
instrument so states; or
(3) If it appears from the instrument that there are no officers or directors,
by the holders of a majority of outstanding stock.
SUBTITLE 7. RATIFICATION OF DEFECTIVE CORPORATE ACTS.
2–701.
(A) IN THIS SUBTITLE THE FOLLOWING WORDS HAVE THE MEANINGS
INDICATED.
(B) “CORPORATE ACT ” MEANS ANY ACT TAKEN BY OR ON BEHALF OF A
CORPORATION BY THE B OARD OF DIRECTORS , A COMMITTEE OF THE B OARD OF
DIRECTORS, OR THE STOCKHOLDERS OF THE CORPORATION .
(C) “DATE OF THE DEFECTIVE CORPORATE ACT ” MEANS:
(1) THE DATE AND THE TIME A DEFECTIVE CORPORAT E ACT WAS
PURPORTEDLY TAKEN ; OR
(2) IF THE EXACT TIME IS UNKNOWN, THE DATE AND APPROXI MATE
TIME A DEFECTIVE COR PORATE ACT WAS PURPORTEDLY TAKEN .
(C) (D) “DEFECTIVE CORPORATE A CT” MEANS:
(1) ANY CORPORATE ACT PUR PORTEDLY TAKEN THAT , AT THE DATE
OF THE DEFECTIVE COR PORATE ACT, WOULD HAVE BEEN WITH IN THE POWER OF
THE CORPORATION BUT IS VOID OR VOIDABLE DUE TO A FAILURE OF
AUTHORIZATION ; OR
(2) AN OVERISSUE.
(D) (E) “FAILURE OF AUTHORIZAT ION” MEANS A CORPORATE ACT THAT :
LAWRENCE J. HOGAN, JR., Governor Ch. 290
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(1) THE CORPORATION FAILE D TO AUTHORIZE OR AP PROVE; AND
(2) IS VOID OR VOIDABLE THE FAILURE OF A COR PORATION TO
AUTHORIZE, APPROVE, OR OTHERWISE E FFECT A CORPORATE AC T IN COMPLIANCE
WITH THE MARYLAND GENERAL CORPORATION LAW, ITS CHARTERS OR BYLA WS,
ANY ACTION TAKEN BY ITS BOARD OF DIRECTO RS, A COMMITTEE OF ITS B OARD OF
DIRECTORS, OR ITS STOCKHOLDERS , OR ANY PLAN OR AGREE MENT TO WHICH THE
CORPORATION IS A PARTY, IF AND TO THE EXTENT THAT THE FAILURE WOU LD
RENDER THE CORPORATE ACT VOID OR VOIDABLE .
(E) (F) “OVERISSUE” MEANS THE PURPORTED ISSUANCE BY A
CORPORATION OF STOCK OF:
(1) A CLASS OR SERIES IN E XCESS OF THE NUMBER OF SHARES OF
THE CLASS OR SERIES THAT THE CORP ORATION HAS THE POWE R TO ISSUE UNDER §
2–201(A) OF THIS TITLE OR THE CORPORATION ’S CHARTER AT THE TIM E OF
ISSUANCE; OR
(2) ANY CLASS OR SERIES T HAT IS NOT AUTHORIZE D FOR ISSUANCE
BY THE CORPORATION ’S CHARTER.
(F) (G) (1) “PUTATIVE STOCK” MEANS STOCK THAT CANNOT BE
DETERMINED BY THE BOARD OF DIRE CTORS TO BE VALID ST OCK.
(2) “PUTATIVE STOCK ” INCLUDES STOCK ISSUE D UPON EXERCISE OF
RIGHTS, OPTIONS, WARRANTS, OR THEIR SECURITIES CONVERTIBLE INTO OR
EXERCISABLE FOR STOC K, PURPORTEDLY C REATED OR ISSUED AS A RESULT OF A
DEFECTIVE CORPORATE ACT, INCLUDING STOCK REIS SUED UPON EXERCISE O F
RIGHTS, OPTIONS, WARRANTS, OR OTHER SECURITIES CONVERTIBLE INTO OR
EXERCISABLE FOR STOC K:
(1) PURPORTEDLY CREATED O R ISSUED AS A RESULT OF A
DEFECTIVE CORPORATE ACT , THAT BUT FOR THE FAI LURE OF AUTHORIZATIO N
WOULD CONSTITUTE VAL ID STOCK; AND
(2) THAT CANNOT BE DETERM INED BY THE BOARD OF DIRECTORS TO
BE VALID STOCK.
(G) (H) “VALID STOCK ” MEANS STOCK THAT HAS BEEN DULY
AUTHORIZED AND VALID LY ISSUED IN ACCORDANCE WITH THE PROVISIONS OF THIS
TITLE.
2–702.
Ch. 290 2022 LAWS OF MARYLAND
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(A) THE BOARD OF DIRECTOR S OF A CORPORATION M AY RATIFY A
DEFECTIVE CORPORATE ACT BY ADOPTING A RE SOLUTION STATING :
(1) (I) THE DEFECTIVE CORPORA TE ACT TO BE RATIFIE D; AND
(II) IF THE DEFECTIVE CORPORATE ACT INVOLV ED THE
ISSUANCE OF PUTATIVE STOCK, THE NUMBER OF SHARES AND THE CLASS OR SER IES
OF PUTATIVE STOCK IS SUED;
(2) THE DATE OF THE DEFEC TIVE CORPORATE ACT ;
(3) THE NATURE OF THE FAI LURE OF AUTHORIZATIO N OF THE
DEFECTIVE CORPORATE ACT; AND
(4) (I) IF THE BOARD OF DIREC TORS COULD HAVE AUTH ORIZED OR
APPROVED THE DEFECTIVE CORPOR ATE ACT WITHOUT STOC KHOLDER ACTION
APPROVAL AT THE DATE OF THE DEFECTIVE CORPOR ATE ACT AND STOCKHOLDER
ACTION IS NOT REQUIR ED AS OF THE DATE OF RATIFICATION, THAT THE BOARD OF
DIRECTORS RATIFIES T HE DEFECTIVE CORPORA TE ACT; OR
(II) IF STOCKHOLDER APPROVAL IS REQUIRED AT THE T IME OF
RATIFICATION OR IF THE BOARD OF DIRECTO RS COULD NOT HAVE AU THORIZED OR
APPROVED THE DEFECTIVE CORPOR ATE ACT WITHOUT STOC KHOLDER ACTION
APPROVAL AT THE DATE OF THE D EFECTIVE CORPORATE A CT OR STOCKHOLDER
ACTION IS REQUIRED A S OF THE DATE OF RAT IFICATION, THAT THE BOARD OF
DIRECTORS SUBMITS DIRECTS THAT THE RATIFICATION BE SUBMITTED FOR
CONSIDERATION AT A M EETING OF THE STOCKH OLDERS.
(B) IF A RATIFICATION IS SUBMITTED FOR CONSID ERATION AT A MEETING
OF THE STOCKHOLDERS UNDER SUBSECTION (A)(4)(II) OF THIS SECTION , THE
STOCKHOLDERS MAY RAT IFY THE DEFECTIVE CO RPORATE ACT BY ADOPT ING A
RESOLUTION STATING :
(1) (I) THE DEFECTIVE CORPORATE ACT TO BE RATIFIED; AND
(II) IF THE DEFECTIVE CORP ORATE ACT INVOLVED T HE
ISSUANCE OF PUTATIVE STOCK, THE NUMBER OF SHARES AND THE CLASS OR SER IES
OF PUTATIVE STOCK IS SUED;
(2) THE DATE OF THE DEFEC TIVE CORPORATE ACT ; AND
(3) THAT THE STOCKHOLDERS RATIFY THE DEFECTIVE CORPOR ATE
ACT. LAWRENCE J. HOGAN, JR., Governor Ch. 290
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(C) (1) THE QUORUM AND VOTING REQUIREMENTS APPLICA BLE TO
RATIFICATION UNDER T HIS SECTION SHALL BE THE APPROVAL STANDAR D
REQUIRING THE GREATE R OF PORTION OF VOTES UND ER:
(I) THE REQUIREMENTS THAT WOULD BE APPLICABLE TO THE
DEFECTIVE CORPORATE ACT PROPOSED TO BE R ATIFIED AT THE TIME OF
RATIFICATION; OR
(II) THE REQUIREMENTS THAT WOULD HAVE BEEN APPL ICABLE
TO THE DEFECTIVE COR PORATE ACT ON THE DA TE OF THE DEFECTIVE CORPORATE
ACT.
(2) (I) UNLESS OTHERWISE REQU IRED BY THE CHARTER OR
BYLAWS OF A CORPORAT ION THEN IN EFFECT OR IN EFFECT AT THE TIM E OF A
DEFECTIVE CORPORATE ACT, IF THE DEFECTIVE COR PORATE ACT IS THE EL ECTION
OF A DIRECTOR , RATIFICATION OF THE DEFECTIVE CORPORATE ACT SHALL
REQUIRE A MAJORITY OF THE VOTES CAST AT A MEET ING AT WHICH A QUORU M IS
PRESENT.
(II) THE PRESENCE OR APPRO VAL OF HOLDERS OF ST OCK OF
ANY CLASS OR SERIES OF WHICH NO STOCK IS THEN OUTSTANDING OR OF ANY
PERSON THAT IS NO LO NGER A STOCKHOLDER M AY NOT BE REQUIRE D.
(3) HOLDERS OF PUTATIVE S TOCK ON THE RECORD D ATE FOR
DETERMINING WHICH ST OCKHOLDERS ARE ENTIT LED TO VOTE ON A RAT IFICATION
SUBMITTED TO STOCKHO LDERS UNDER THIS SEC TION SHALL NOT BE EN TITLED TO
VOTE OR BE COUNTED F OR QUORUM PURPOSES I N ANY VOTE TO CO NSIDER
RATIFICATION.
(D) RATIFICATION OF A DEF ECTIVE CORPORATE ACT UNDER THIS SECTION
SHALL MAKE THE RATIF IED DEFECTIVE CORPOR ATE ACT BINDING ON T HE
CORPORATION IN ACCOR DANCE WITH § 2–703 OF THIS SUBTITLE .
2–703.
(A) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION ,
RATIFICATION OF A DE FECTIVE CORPORATE AC T BECOMES EFFECTIVE ON THE
DATE THAT THE BOARD OF DIRECTORS ADOPTS A RESOLUTION UNDER § 2–702(A)
OF THIS SUBTITLE OR , IF REQUIRED BY THIS SUBTITLE, THE DATE THAT
STOCKHOLDERS ADOPT A RESOLUTION UNDER § 2–702(B) OF THIS SUBTITLE.
Ch. 290 2022 LAWS OF MARYLAND
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(2) IF THE DEFECTIVE CORP ORATE ACT WOULD HAVE REQUIRED A
FILING WITH THE DEPARTMENT , RATIFICATION OF THE DEFECTIVE CORPORATE
ACT BECOMES EFFECTIV E ON THE LATER OF :
(I) THE DATE THAT ARTICLE S OF VALIDATION FIL ED IN
ACCORDANCE WITH § 2–705 OF THIS SUBTITLE ARE ACCEPTED FOR RECORD BY THE
DEPARTMENT ; OR
(II) THE DATE ESTABLISHED IN THE ARTICLES OF V ALIDATION,
NOT TO EXCEED 30 DAYS AFTER THE ARTIC LES ARE ACCEPTED FOR RECORD.
(B) A DEFECTIVE CORPORATE ACT RATIFIED IN ACCORDANCE W ITH THIS
SUBTITLE SHALL NOT B E VOID OR VOIDABLE A S A RESULT OF THE FA ILURE OF
AUTHORIZATION IDENTI FIED BY THE BOARD OF DIRECTORS IN A STATE MENT UNDER
§ 2–702(A). BEGINNING AT THE TIME RATIFICATION IS EFFE CTIVE AND WITHOUT
REGARD TO THE 120–DAY PERIOD DURING WH ICH A CLAIM MAY BE B ROUGHT UNDER
§ 2–707(B) OF THIS SUBTITLE:
(1) A DEFECTIVE CORPORATE ACT RATIFIED IN ACCO RDANCE WITH
THIS SUBTITLE IS NOT VOID OR VOIDABLE AS A RESULT OF THE FAIL URE OF
AUTHORIZATION IDENTI FIED IN A BOARD ACTION UNDER § 2–702(A) OF THIS
SUBTITLE AND SHALL B E DEEMED A VALID COR PORATE ACT EFFECTIVE AS OF THE
DATE OF THE DEFECTIV E CORPORATE ACT ;
(2) THE ISSUANCE OF PUTAT IVE STOCK PURPORTEDL Y ISSUED
PURSUANT TO A DEFECT IVE CORPORATE ACT ID ENTIFIED IN A BOARD ACTION
UNDER § 2–702(A) IS NOT VOID OR VOIDA BLE AND SHALL BE DEE MED VALID STOCK
AS OF THE TIME IT WA S PURPORTEDLY ISSUED ; AND
(3) ANY CORPORATE ACT TAK EN AFTER A DEFECTIVE CORPORATE
ACT RATIFIED IN ACCO RDANCE WITH THIS SUB TITLE IN RELIANCE ON THE
DEFECTIVE CORPORATE ACT HAVING BEEN VALIDLY EFFECTED, AND ANY
SUBSEQUENT DEFECTIVE CORPORATE ACT RESULT ING FROM THE ORIGINA L
DEFECTIVE CORPORATE ACT, SHALL BE VALID AS OF THE TIME THE ACT WAS TAKEN.
2–704.
(A) IF RATIFICATION OF A DEFECTIVE CORPORATE ACT REQUIRES
APPROVAL BY STOCKHOL DERS, THE SECRETARY OF THE CORPORATION SHALL GI VE
NOTICE OF THE PROPOS ED RATIFICATION TO A LL STOCKHOLDERS ENTI TLED TO
NOTICE OF THE MEETIN G IN ACCORDANCE WITH § 2–504 OF THIS TITLE ,
STOCKHOLDERS AS OF T HE DATE OF THE DEFEC TIVE CORPORATE ACT , AND LAWRENCE J. HOGAN, JR., Governor Ch. 290
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HOLDERS OF PUTATIVE STOCK AS OF THE DATE OF THE DEFECTIVE CORPOR ATE ACT
IN ACCORDANCE WITH § 2–504 OF THIS TITLE.
(B) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION , IF
RATIFICATION OF A DE FECTIVE CORPORATE AC T DOES NOT REQUIRE A PPROVAL BY
STOCKHOLDERS , NOTICE TO STOCKHOLDERS OF THE RATIFICATION SHALL BE
DEEMED TO MAY BE GIVEN TO STOCKHOLDERS AS O F THE RATIFICATIO N AND AS OF
THE DATE OF THE DEFE CTIVE CORPORATE ACT AND HOLDERS OF PUTAT IVE STOCK
WHEN THE BOARD OF DI RECTORS ADOPTS A RES OLUTION IN ACCORDANC E WITH §
2–702(A) OF THIS SUBTITLE.
(2) IN THE CASE OF A CORP ORATION WITH A CLASS OF EQUITY
SECURITIES REGISTER ED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
NOTICE TO STOCKHOLDERS OF A RATIFICATION THAT DOES NOT REQUIR E
APPROVAL OF STOCKHOL DERS SHALL BE DEEMED TO B E GIVEN WHEN THE
RATIFICATION HAS BEE N DISCLOSED IN A DOC UMENT PUBLICLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
(C) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION ,
THE NOTICE REQUIRED BY GIVEN TO HOLDERS OF PUTATIVE STOCK IN
ACCORDANCE WITH THIS SECTION SHALL B E PROVIDED TO:
(I) HOLDERS OF PUTATIVE S TOCK AS OF THE DATE OF THE
DEFECTIVE CORPORATE ACT;
(II) WHERE NOTICE IS REQUI RED UNDER SUBSECTION (A) OF
THIS SECTION, HOLDERS OF PUTATIVE STOCK AS OF THE RECO RD DATE OF THE
MEETING; AND
(III) WHERE NOTICE IS REQUIRED GIVEN UNDER SUBSECTION
(B) OF THIS SECTION, HOLDERS OF P UTATIVE STOCK AS OF THE DATE ON WHICH TH E
BOARD OF DIRECTORS A DOPTED A RESOLUTION RATIFYING THE DEFECT IVE
CORPORATE ACT .
(2) NOTICE IS NOT REQUIRE D TO BE GIVEN TO HOL DERS OF
PUTATIVE STOCK WHOSE IDENTITIES OR ADDRES SES CANNOT BE REASON ABLY
DETERMINED FR OM THE RECORDS OF TH E CORPORATION .
2–705.
(A) (1) IF A DEFECTIVE CORPOR ATE ACT RATIFIED UND ER THIS
SUBTITLE WOULD HAVE REQUIRED THE FILING OF A CHARTER DOCUMEN T WITH THE
DEPARTMENT UNDER ANY PROVISION OF THIS AR TICLE, THE CORPORATION SHAL L
FILE ARTICLES OF VALIDATI ON IN ACCORDANCE WIT H THIS SECTION. Ch. 290 2022 LAWS OF MARYLAND
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(2) IF A CHARTER DOCUMENT THAT WAS REQUIRED TO BE FILED
WITH RESPECT TO THE DEFECTIVE CORPORATE ACT WAS NOT FILED , THE ARTICLES
OF VALIDATION REQUIR ED BY THIS SECTION S HALL BE FILED IN LIE U OF THE
CHARTER DOCUMENT THA T WAS NOT FILED.
(B) THE ARTICLES OF VALID ATION REQUIRED BY TH IS SECTION SHALL
INCLUDE:
(1) THE TITLE AND DATE OF FILING OF ANY CHARTER DOCUM ENT
PREVIOUSLY FILED WIT H RESPECT TO THE DEF ECTIVE CORPORATE ACT AND ANY
CHARTER DOCUMENT THAT AMENDED , SUPPLEMENTED , OR CORRECTED THAT
CHARTER DOCUMENT ;
(2) A STATEMENT DESCRIBING THE DEFECTIVE CORPOR ATE ACT;
(3) THE DATE OF THE DEFEC TIVE CORPORATE ACT ;
(4) A STATEMENT THAT THE D EFECTIVE CORPORATE A CT WAS
RATIFIED IN ACCORDAN CE WITH THIS SUBTITLE AND A DESCRIPTION OF THE
RATIFICATION;
(5) THE TIME THAT THE RAT IFICATION IS TO BECO ME EFFECTIVE ,
PROVIDED THAT THE TI ME IS NOT MORE THAN 30 DAYS AFTER THE ARTIC LES OF
VALIDATION ARE ACCEP TED FOR RECORD ; AND
(6) (I) A STATEMENT THAT A C HARTER DOCUMENT WAS
PREVIOUSLY FILED WIT H RESPECT TO THE DEF ECTIVE CORPORATE ACT , AND NO
CHANGE TO THE CHARTE R DOCUMENT IS REQUIR ED;
(II) 1. A STATEMENT THAT A CHA RTER DOCUMENT WAS
PREVIOUSLY FILED WIT H RESPECT TO THE DEF ECTIVE CORPORATE ACT ;
2. A STATEMENT DESCRIBING THE CHANGES BEING
MADE TO THE CHARTER DOCUMENT ; AND
3. ANY OTHER INFORMATION REQUIRED BY THIS
ARTICLE; OR
(III) 1. A STATEMENT THAT A CHA RTER DOCUMENT WAS NO T
PREVIOUSLY FILED WIT H RESPECT TO THE DEF ECTIVE CORPORATE ACT AND THAT
A CHARTER DOCUMENT W AS REQUIRED TO BE FI LED;
LAWRENCE J. HOGAN, JR., Governor Ch. 290
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2. A CITATION TO THE PROV ISION OF THIS ARTICL E
UNDER WHICH THE CHAR TER DOCUMENT WAS REQ UIRED TO BE FILED ; AND
3. ANY OTHER INFORMATION REQUIRED BY THIS
ARTICLE.
2–706.
(A) UPON APPLICATION BY THE CORPORATION , ANY SUCCESSOR ENTITY TO
THE CORPORATION , ANY DIRECTOR OF THE CORPORATION , ANY RECORD OR
BENEFICIAL HOLDER OF VALID STOCK OR PUTAT IVE STOCK, ANY RECORD OR
BENEFICIAL HOLDER OF PUTATIVE STOCK AS OF THE DATE OF THE DEFE CTIVE
CORPORATE ACT , ANY HOLDER OF A VOTING TRUST CERTIFICATE , ANY HOLDER OF
A VOTING TRUST CERTI FICATE AS OF THE DAT E OF THE DEFECTIVE C ORPORATE
ACT, OR ANY OTHER PERSON OR ENTITY CLAIMING TO BE SUBST ANTIALLY AND
ADVERSELY AFFECTED B Y A RATIFICATION UND ER THIS SUBTITLE, A COURT MAY:
(1) DETERMINE THE VALIDIT Y OF ANY RATIFICATIO N UNDER THIS
SUBTITLE; OR
(2) MODIFY OR WAIVE ANY O F THE PROCEDURES REQ UIRED BY THIS
SUBTITLE TO RATIFY A DEFECTIVE CORPORATE ACT.
(B) AN ACTION UNDER THIS SECTION SHALL BE BRO UGHT WITHIN 120 DAYS
AFTER:
(1) IF THE RATIFICATION W AS APPROVED BY STOCK HOLDERS, THE
DATE ON WHICH RATIFI CATION OCCURRED ; OR
(2) IF NOTICE WAS GIVEN O R DEEMED GIVEN WITHI N 60 DAYS AFTER
THE RATIFICATION , THE DATE ON WHICH NO TICE WAS GIVEN OR DE EMED GIVEN TO
STOCKHOLDERS AND ANY HOLDERS OF P UTATIVE STOCK IN ACCORDANCE WITH
THIS SUBTITLE.
2–707.
(A) NOTHING IN THIS SUBTI TLE MAY BE CONSTRUED TO REQUIRE THAT
RATIFICATION OF A DE FECTIVE CORPORATE AC T UNDER THIS SUBTITL E BE THE
EXCLUSIVE MEANS OF RATIFYING OR VALIDATING A DEFECTI VE CORPORATE ACT OR
TO LIMIT THE ABILITY OF A CORPORATION TO FILE CERTIFICATES OR CHARTER
DOCUMENTS IN ACCORDA NCE WITH ANY OTHER P ROVISION OF THIS ART ICLE.
(B) THE ABSENCE OR FAILUR E OF RATIFICATION IN ACCORDANCE WITH
THIS SUBTITLE S HALL NOT, OF ITSELF, AFFECT THE VALIDITY OR EFFECTIVENESS Ch. 290 2022 LAWS OF MARYLAND
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OF ANY CORPORATE ACT OTHERWISE LAWFULLY R ATIFIED, NOR MAY IT CREATE A
PRESUMPTION THAT ANY CORPORATE ACT IS OR WAS A DEFECTIVE CORP ORATE ACT
OR VOID OR VOIDABLE .
8–601.1.
Sections 2–113, 2–201(c), 2–309(a) and (e), 2–313, 2–502(e), 2–503(b), [and] 2–504(f),
AND 2–701 THROUGH 2–707 of this article and, except as otherwise provided in § 8–601
of this subtitle or in the declaration of trust, § 2–405.1 of this article shall apply to real
estate investment trusts.
SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect
October 1, 2022.
Approved by the Governor, May 12, 2022.