# Corporations and Associations (GCA)

## Title 1. General Provisions

### Subtitle 3. Execution of Documents

#### Section 1-301

(a) Articles supplementary and articles of amendment, restatement, amendment and restatement, consolidation, merger, share exchange, conversion, extension, and validation and, except as provided in Sec. 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:

  (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.

#### Section 1-302

(a) Any requirement in this article that a document be acknowledged or verified under oath is satisfied if the document or a signed certificate attached to and made a part of it contains a statement to the effect:

  (1) Either:

    (i) That the individual signing the document acknowledges it to be his act; or

    (ii) If signed for a corporation or other entity, that the individual signing the document acknowledges it to be the act of that entity;

  (2) In the case of articles of incorporation, that the incorporator acknowledges the articles to be his act; and

  (3) As to all other matters or facts required to be verified under oath, that, to the best of the knowledge, information, and belief of the individual signing the document, these matters and facts are true in all material respects, and that the statement is made under the penalties for perjury.

(b) If the procedures provided in this section are used:

  (1) The statement of acknowledgment has the same legal effect as an acknowledgment made before a person authorized to take acknowledgments; and

  (2) The person making a statement required to be verified under oath is subject to the penalties for perjury to the same extent as if the statement had been verified under oath.

#### Section 1-303

(a) A corporation may acknowledge by its appointed attorney any document required by law to be acknowledged, and the appointment may be in the document.

(b) The document may be acknowledged by the president or a vice president of the corporation without any appointment.

#### Section 1-304

(a) If any corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law of this State relating to a corporate seal to place the word "(seal)" adjacent to the signature of the person authorized to sign the document on behalf of the corporation.

(b) If a Maryland corporation is required to place its corporate seal to a document, it is sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to place the word "(seal)" adjacent to the signature of the person authorized to sign the document on behalf of the corporation.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)