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Maryland Legislators Approve Procedures to Ratify Defective Corporate Acts and Extend Corps Created with Limited Period of Existence

November 30, 2022

by Eric Geringswald | CSC

Maryland General Corporation Law

Maryland lawmakers approved legislation in 2022 that adds a new Subtitle 7 to Article 2 of the Maryland General Corporation Law (MGCL). The new law “provides an express statutory procedure for ratification of defective corporate acts by the board of directors and, if the context requires, the stockholders of a Maryland corporation,” according to Maryland attorney James J. Hanks, Jr., a partner at Venable LLP. The new subtitle also includes a new charter filing, articles of validation, and a specific judicial proceeding for review of a ratification.

The state’s general assembly also amended the MGCL to “clarify that a corporation may have a limited period of existence set forth in its charter that may be extended, continued, or terminated upon the occurrence of an event, action, or determination set forth in the charter,” according to Hanks. “Accordingly, there is now express statutory authorization for providing in a charter that a corporation has an initial term of existence that may be extended or converted to perpetual life upon the occurrence of certain events.”

Hanks provides a detailed review of the new Maryland laws in his legislative analysis for the 2022 edition of CSC’s Maryland & DC Laws Governing Business Entities Annotated.

The 2022 Edition includes the latest amendments to the Maryland General Corporation Law and the District of Columbia Business Corporation Act. In addition, the latest case notes have been added from decisions of Maryland and D.C. courts, and from federal courts sitting in those jurisdictions.

Other features include fee tables for business filings for both jurisdictions, and online access to over 100 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all business entity types in Maryland and the District of Columbia via the LexisNexis® Store download center. A listing of forms and contact information for the jurisdictions can be found in the book’s appendix.

Maryland & The District of Columbia Laws Governing Business Entities Annotated is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis® Digital Library.

To learn more about the 2022 Edition of Maryland & The District of Columbia Laws Governing Business Entities Annotated, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.