Maryland 2024 2024 Regular Session

Maryland House Bill HB888 Chaptered / Bill

Filed 05/15/2024

                     	WES MOORE, Governor 	Ch. 605 
 
– 1 – 
Chapter 605 
(House Bill 888) 
 
AN ACT concerning 
 
Corporations and Associations – Ratification of Defective Corporate Acts – 
Alterations 
 
FOR the purpose of altering the process by which a defective corporate act may be ratified; 
altering rules for certain legal actions by persons claiming to be adversely affected 
by a ratification; and generally relating to the ratification of defective corporate acts.  
 
BY repealing and reenacting, with amendments, 
 Article – Corporations and Associations 
Section 2–701 through 2–707 
 Annotated Code of Maryland 
 (2014 Replacement Volume and 2023 Supplement) 
 
 SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 
That the Laws of Maryland read as follows: 
 
Article – Corporations and Associations 
 
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 
board of directors, a committee of the board of directors, or the stockholders of the 
corporation. 
 
 (c)] “Date of the defective corporate act” means: 
 
 (1) The date and the time a defective corporate act was purportedly taken; 
or 
 
 (2) If the exact time is unknown, the date and approximate time a defective 
corporate act was purportedly taken. 
 
 [(d)] (C) “Defective corporate act” means: 
 
 (1) Any corporate act purportedly taken that, at the date of the defective 
corporate act, would have been within the power of the corporation but is void or voidable 
due to a failure of authorization; or 
  Ch. 605 	2024 LAWS OF MARYLAND  
 
– 2 – 
 (2) An overissue. 
 
 [(e)] (D) “Failure of authorization” means the failure of a corporation to 
authorize, approve, or otherwise effect a corporate act in compliance with the Maryland 
General Corporation Law, its charter or bylaws, any action taken by its board of directors, 
a committee of its board of directors, or its stockholders, or any plan or agreement to which 
the corporation is a party, if and to the extent that the failure would render the corporate 
act void or voidable. 
 
 [(f)] (E) “Overissue” means the purported issuance by a corporation of stock of: 
 
 (1) A class or series in excess of the number of shares of the class or series 
that the corporation has the power to issue under § 2–201(a) of this title or the corporation’s 
charter at the time of THE PURPORTED issuance; or 
 
 (2) Any class or series that is not authorized for issuance by the 
corporation’s charter AT THE TIME OF THE P URPORTED IS SUANCE. 
 
 [(g)] (F) “Putative stock” means [stock]:  
 
 (1) STOCK, including stock PURPORTEDLY issued upon exercise of rights, 
options, warrants, or other securities convertible into or exercisable for stock[: 
 
 (1) Purportedly], PURPORTEDLY created or issued as a result of a 
defective corporate act, that but for the failure of authorization would constitute valid stock; 
[and] 
 
 (2) STOCK PURPORTEDLY ISS UED IN AN OVERISSUE ; AND 
 
 (3) [That] STOCK THAT cannot be determined by the board of directors to 
be valid stock. 
 
 [(h)] (G) “Valid stock” means stock that has been duly authorized and validly 
issued in accordance with the provisions of this title. 
 
2–702. 
 
 (a) The board of directors of a corporation may ratify a defective corporate act 
UNDER THIS SUBTI TLE by adopting a resolution stating: 
 
 (1) (i) The defective corporate act to be ratified; and 
 
 (ii) If the defective corporate act involved the issuance of putative 
stock, the number of shares and the class or series of putative stock [issued]; 
   	WES MOORE, Governor 	Ch. 605 
 
– 3 – 
 (2) The date of the defective corporate act; 
 
 (3) The nature of the failure of authorization of the defective corporate act; 
and 
 
 (4) (i) If [the board of directors could have authorized or approved the 
defective corporate act without] stockholder [approval at the date of the defective corporate 
act and stockholder action is not required as of the date of ratification,] ACTION IS NOT 
REQUIRED UNDER SUBSE CTION (B) OF THIS SECTION , that the board of directors 
ratifies the defective corporate act; or 
 
 (ii) If stockholder [approval] ACTION is required [at the time of] 
UNDER SUBSECTION (B) OF THIS SECTION , THAT THE BOARD OF DI RECTORS 
APPROVES THE ratification [or if the board of directors could not have authorized or 
approved] OF the defective corporate act [without stockholder approval at the date of the 
defective corporate act or stockholder action is required as of the date of ratification, that 
the board of directors] AND directs that the ratification be submitted for consideration at a 
meeting of the stockholders. 
 
 (b) (1) [If a ratification is submitted for consideration at a meeting of the 
stockholders under subsection (a)(4)(ii) of this section, the stockholders may ratify the 
defective corporate act by adopting a resolution stating:] RATIFICATION OF A DEFECTIVE 
CORPORATE ACT APPROV ED IN A RESOLUTION A DOPTED UNDER SUBSECT ION (A) OF 
THIS SECTION SHALL B E SUBMITTED FOR CONS IDERATION AT A MEETI NG OF THE 
STOCKHOLDERS IF STOC KHOLDER APPROVAL IS REQUIRED OR WOULD HA VE BEEN 
REQUIRED ON THE DATE OF THE DEFEC TIVE CORPORATE ACT B Y ANY PROVISION 
OF: 
 
 (I) THE MARYLAND GENERAL CORPORATION LAW; 
 
 (II) THE CHARTER OR BYLAWS OF THE CORPORATION ; 
 
 (III) ANY ACTION TAKEN BY T HE BOARD OF DIRECTOR S, A 
COMMITTEE OF THE BOA RD OF DIRECTORS , OR THE STOCKHOLDERS ; OR 
 
 (IV) ANY PLAN OR AGREEMENT TO WHICH THE CORPORA TION IS 
A PARTY IN EFFECT AT THE TIME A RESOLUTIO N WAS ADOPTED UNDER SUBSECTION 
(A) OF THIS SECTION. 
 
 [(1)] (2) TO RATIFY A DEFECTIVE CORPORATE ACT UNDER THIS 
SUBSECTION, THE STOCKHOLDERS SHA LL ADOPT A RES OLUTION STATING : 
 
 (i) The defective corporate act to be ratified; [and] 
  Ch. 605 	2024 LAWS OF MARYLAND  
 
– 4 – 
 (ii) If the defective corporate act involved the issuance of putative 
stock, the number of shares and the class or series of putative stock [issued]; 
 
 [(2)] (III) The date of the defective corporate act; and 
 
 [(3)] (IV) That the stockholders ratify the defective corporate act. 
 
 (c) (1) The quorum and voting requirements applicable to [ratification] 
ACTION BY THE BOARD OF DIRECTORS OR THE STOCKHOLDERS TO RATI FY A 
DEFECTIVE CORPORATE ACT under this section shall be the approval standard requiring 
the [greater] LARGER NUMBER OR portion of votes under: 
 
 (i) The requirements that would be applicable to the defective 
corporate act proposed to be ratified at the time of ratification; or 
 
 (ii) The requirements that would have been applicable to the 
defective corporate act on the date of the defective corporate act. 
 
 (2) (i) [Unless otherwise required by the charter or bylaws of a 
corporation then in effect or in effect at the time of a defective corporate act, if the defective 
corporate act is] EXCEPT AS PROVIDED IN SUBPARAGRAPH (II) OF THIS PARAGRAPH , 
APPROVAL BY STOCKHOL DERS OF THE RATIFICA TION OF the election of a director[, 
ratification of the defective corporate act] shall require a majority of the votes cast at a 
meeting at which a quorum is present.  
 
 (ii) IF THE CHARTER OR BYL AWS OF THE CORPORATI ON IN 
EFFECT AT THE TIME O F THE RATIFICATION O F THE DEFECTIVE CORP ORATE ACT OR 
IN EFFECT AT THE TIM E OF THE DEFECTIVE C ORPORATE ACT REQUIRES OR 
REQUIRED A LARGER NU MBER OR PORTION OF V OTES CAST BY STOCKHO LDERS, BY 
HOLDERS OF ANY CLASS OR SERIES OF STOCK , OR BY ANY SPECIFIED 
STOCKHOLDERS TO ELEC T THE DIRECTOR, THEN THE AFFIRMATIVE VOTE OF THE 
LARGER NUMBER OR POR TION OF VOTES CAST S HALL BE REQUIRED TO RATIFY 
ELECTION OF THE DIRE CTOR. 
 
 (3) The presence or approval of holders of stock of any class or series of 
which no stock is [then] outstanding AT THE TIME OF RATIFICATION or of any person 
that is no longer a stockholder may not be required. 
 
 [(3)] (4) Holders of putative stock on the record date for determining 
which stockholders are entitled to vote on a ratification submitted to stockholders under 
this section shall not be entitled to vote or be counted for quorum purposes in any vote to 
consider ratification. 
   	WES MOORE, Governor 	Ch. 605 
 
– 5 – 
 (d) Ratification of a defective corporate act under this section shall make the 
ratified defective corporate act binding on the corporation in accordance with § 2–703 of 
this subtitle. 
 
2–703. 
 
 (a) (1) Except as provided in paragraph (2) of this subsection, ratification of a 
defective corporate act 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. 
 
 (2) If the defective corporate act would have required a filing with the 
Department, ratification of the defective corporate act becomes effective on the later of: 
 
 (i) The [date] TIME that articles of validation filed in accordance 
with § 2–705 of this subtitle are accepted for record by the Department; or 
 
 (ii) The [date] TIME established in the articles of validation, not to 
exceed 30 days after the articles are accepted for record. 
 
 (b) Beginning at the time ratification is effective and without regard to the  
120–day period during which a claim may be brought under [§ 2–707(b)] § 2–706(B) of this 
subtitle: 
 
 (1) A defective corporate act ratified in accordance with this subtitle is not 
void or voidable as a result of the failure of authorization identified in a board action under 
§ 2–702(a) of this subtitle and shall be deemed a valid corporate act effective as of the date 
of the defective corporate act; 
 
 (2) [The issuance of putative] PUTATIVE stock purportedly issued 
pursuant to a defective corporate act identified in a board action under § 2–702(a) of this 
subtitle is not void or voidable and shall be deemed valid stock as of the time it was 
purportedly issued; and 
 
 (3) Any corporate act taken after a defective corporate act ratified in 
accordance with this subtitle in reliance on the defective corporate act having been validly 
effected, and any subsequent defective corporate act resulting from the original 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 stockholders 
UNDER § 2–702(B) OF THIS SUBTITLE , the secretary of the corporation shall give notice 
of the proposed ratification to all stockholders entitled to notice of the meeting in 
accordance with § 2–504 of this title, stockholders as of the date of the defective corporate 
act, and holders of putative stock.  Ch. 605 	2024 LAWS OF MARYLAND  
 
– 6 – 
 
 (b) (1) [Except as provided in paragraph (2) of this subsection, if ratification 
of] IF a defective corporate act [does not require approval] IS RATIFIED BY THE B OARD 
OF DIRECTORS IN ACCO RDANCE WITH § 2–702(A) OF THIS SUBTITLE WIT HOUT 
ACTION by stockholders, AND NOTICE IS NOT RE QUIRED UNDER SUBSECT ION (A) OF 
THIS SECTION, notice of the ratification may be given to stockholders as of the ratification 
and as of the date of the defective corporate act and holders of putative stock [when the 
board of directors adopts a resolution in accordance with § 2–702(a) of this subtitle]. 
 
 (2) In the case of a corporation with a class of equity securities registered 
under the Securities Exchange Act of 1934, notice of a ratification THAT DOES NOT 
REQUIRE APPROVAL OF STOCKHOLDERS shall be deemed to be given when the 
ratification has been PUBLICLY disclosed in a document [publicly] FURNISHED TO OR 
filed with the Securities and Exchange Commission. 
 
 (c) (1) Except as provided in paragraph (2) of this subsection, notice given to 
holders of putative stock in accordance with this section shall be [provided] GIVEN to: 
 
 (i) Holders of putative stock as of the date of the defective corporate 
act; 
 
 (ii) Where notice is required under subsection (a) of this section, 
holders of putative stock as of the record date of the meeting; and 
 
 (iii) Where notice is given under subsection (b) of this section, holders 
of putative stock as of the date on which the board of directors adopted a resolution ratifying 
the defective corporate act. 
 
 (2) Notice is not required to be given to holders of putative stock whose 
identities or addresses cannot be reasonably determined from the records of the 
corporation. 
 
2–705. 
 
 (a) (1) If a defective corporate act ratified under this subtitle would have 
required the filing of a charter document with the Department under any provision of this 
article, the corporation shall file articles of validation in accordance with this section. 
 
 (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 required by this section shall 
be filed in lieu of the charter document that was not filed. 
 
 (b) [The articles] ARTICLES of validation required by this section shall include: 
   	WES MOORE, Governor 	Ch. 605 
 
– 7 – 
 (1) The title and date of filing of any charter document previously filed with 
respect to the defective corporate act and any charter document that amended, 
supplemented, or corrected that charter document; 
 
 (2) A statement describing the defective corporate act; 
 
 (3) The date of the defective corporate act; 
 
 (4) A statement that the defective corporate act was ratified in accordance 
with this subtitle and a description of the MANNER OF ratification; AND 
 
 (5) [The time that the ratification is to become effective; and 
 
 (6)] (i) [A statement that] IF a charter document was previously filed 
with respect to the defective corporate act[,] and no change to the charter document is 
required TO RATIFY THE DEFECT IVE CORPORATE ACT UN DER § 2–702 OF THIS 
SUBTITLE, A STATEMENT THAT NO CHANGE IS MADE TO TH E CHARTER DOCUMENT ;  
 
 (ii) [1. A statement that] IF a charter document was previously 
filed with respect to the defective corporate act AND A CHANGE TO THE CHARTER 
DOCUMENT IS REQUIRED TO RATIFY THE DEFECT IVE CORPORATE ACT UN DER §  
2–702 OF THIS SUBTITLE , A STATEMENT DESCRIBI NG THE CHANGE AND ALL 
INFORMATION REQUIRED TO BE INCLUDED UNDER THIS TITLE; OR 
 
 [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] IF a charter document was not 
previously filed with respect to the defective corporate act and [that a] THE DEFECTIVE 
CORPORATE ACT RATIFI ED UNDER § 2–702 OF THIS SUBTITLE WOU LD HAVE 
REQUIRED A CHARTER D OCUMENT TO BE FILED UNDER THIS TITLE , A STATEMENT 
OF THE SECTION OF THIS TI TLE UNDER WHICH THE charter document was required to 
be filed[;] AND ANY INFORMATION REQUIRED TO BE INCLU DED IN THE CHARTER 
DOCUMENT UNDER THAT SECTION. 
 
 [2. A citation to the provision of this article under which the 
charter document was required to be filed; and 
 
 3. Any other information required by this article.] 
 
2–706. 
  Ch. 605 	2024 LAWS OF MARYLAND  
 
– 8 – 
 (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 putative 
stock, any record or beneficial holder of putative stock as of the date of the defective 
corporate act, any holder of a voting trust certificate, any holder of a voting trust certificate 
as of the date of the defective corporate act, or any other person claiming to be substantially 
and adversely affected by a ratification under this subtitle, a court OF THE STATE OR A 
FEDERAL COURT SITTIN G IN THE STATE may: 
 
 (1) Determine the validity of any ratification under this subtitle; [or] AND 
 
 (2) Modify or waive any of the procedures required by this subtitle to ratify 
a defective corporate act. 
 
 (b) An action under this section shall be brought within 120 days after: 
 
 (1) If the ratification was approved by stockholders, AND THE NOT ICE 
REQUIRED BY § 2–704(A) OF THIS SUBTITLE WAS GIVEN PRIOR TO THE 
STOCKHOLDER ACTION , the date on which ratification [occurred] BECAME EFFECTIVE ; 
or 
 
 (2) If notice was given or deemed given within 60 days after the 
ratification, the date on which notice was given or deemed given to stockholders and any 
holders of putative stock in accordance with § 2–704(B) OF this subtitle. 
 
2–707. 
 
 (a) Nothing in this subtitle may be construed to require that ratification of a 
defective corporate act under this subtitle be the exclusive means of ratifying or validating 
a defective corporate act or to limit the [ability] RIGHT of a corporation to file certificates 
or charter documents in accordance with any other provision of this article. 
 
 (b) The absence or failure of ratification in accordance with this subtitle shall not, 
of itself, affect the validity or effectiveness of any corporate act otherwise lawfully ratified, 
nor may it create a presumption that any corporate act is or was a defective corporate act 
or void or voidable. 
 
 SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect 
October 1, 2024. 
 
Approved by the Governor, May 9, 2024.