Title 2. Corporations in General -- Formation, Organization, and Operation — Subtitle 2. Issuance of Securities

Subject to the provisions of this subtitle, a corporation from time to time may issue:

The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into which the stock or securities are convertible, without further specific authorization in the charter.

A subscription for stock of a corporation which is not yet formed is irrevocable for a period of 3 months, unless:

Unless the subscription agreement provides otherwise, a subscription is not void or unenforceable solely because less than all of the authorized stock is subscribed for.

Unless the subscription agreement provides otherwise, a subscription for stock, whether made before or after the corporation is formed, shall be paid in full or in installments at the times set by the board of directors.

Unless the subscription agreement provides otherwise, a subscriber has no voting or other rights with respect to the stock subscribed for until the stock is issued and fully paid.

Before the issuance of stock or convertible securities, the board of directors shall adopt a resolution that:

In the absence of actual fraud in the transaction, the minimum consideration stated in the charter or determined by the board of directors in its resolution is conclusive for all purposes.

For purposes of this section, the consideration for stock issued as a stock dividend is the resulting capitalization of surplus.

This section does not apply to the issuance of stock or convertible securities as part of:

If its issuance is authorized in accordance with this subtitle, stock with par value and securities convertible into stock with par value may be issued as full paid and nonassessable even if the price or value of the consideration received is less than the par value of the stock issued or the stock into which the securities are convertible.

Notwithstanding any other provision of this section or § 2–204 or § 2–206 of this subtitle, a corporation may issue stock or other securities of the corporation pursuant to § 2–103(13) of this title without consideration of any kind.

A corporation may not issue stock or convertible securities in violation of a limitation or restriction contained in its charter or bylaws.

If stock of the corporation is outstanding and entitled to be voted at the time the board of directors adopts a resolution authorizing the issuance of additional stock or convertible securities, the corporation may not issue the stock or the convertible securities unless:

Unless the charter or bylaws provide otherwise, approval of the stockholders is not required under this section for the issuance of stock as a stock dividend.

If the issuance of stock convertible into other stock or of securities convertible into stock, or the issuance of warrants or options exercisable for stock or convertible securities, is authorized in the manner required by this subtitle for the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, the authorization constitutes an authorization of the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, without further specific authorization under this subtitle.

This section does not apply to any issuance described in § 2-203(d) of this subtitle.

For a corporation incorporated on or after October 1, 1995, unless the charter expressly grants such rights to the stockholder, a stockholder does not have any preemptive right to subscribe to:

For a corporation incorporated before October 1, 1995, a stockholder shall have preemptive rights as and to the extent in existence before October 1, 1995, unless and until expressly changed or terminated by charter amendment.

The consideration for the issuance of stock, convertible securities, warrants, or options may consist in whole or in part of:

The corporation may place in escrow shares issued for a contract for future labor or services or a promissory note or other obligation for future payment in money, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the labor or services are performed or the note or other obligation for future payment in money is paid. If the labor or services are not performed or the note or other obligation for future payment in money is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.

When the corporation receives the consideration for which stock or convertible securities are to be issued, the stock or convertible securities are fully paid and nonassessable.

Notwithstanding any other provision of the Maryland General Corporation Law, a corporation may issue shares of its stock without consideration for the purpose of qualifying the corporation as a real estate investment trust under the Internal Revenue Code.

Articles supplementary shall include:

Articles supplementary shall be executed in the manner required by Title 1 of this article.

Articles supplementary are effective as of the later of:

Notwithstanding subsection (a)(2) of this section:

Articles supplementary shall include:

Articles supplementary shall be executed in the manner required by Title 1 of this article.

Articles supplementary are effective as of the later of:

Notwithstanding subsection (a)(2) of this section:

The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular class or series are enforceable against the assets associated with that class or series only, and not against the assets of the corporation generally or any other class or series of stock; and

The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the corporation generally or associated with any other class or series are not enforceable against the assets associated with that class or series.

Each corporation shall maintain, or cause to be maintained on its behalf, a stock ledger which contains:

The stock ledger may be in written form or in any other form that complies with § 2–114 of this title.

The original or a duplicate of the stock ledger shall be maintained:

Except as provided in subsections (b) and (c) of this section, each stockholder is entitled to stock certificates that represent and certify the shares of stock the stockholder holds in the corporation.

A stock certificate may not be issued until the stock represented by it is fully paid.

A corporation may not issue a stock certificate in bearer form.

Each stock certificate shall include on its face:

If the corporation has authority to issue stock of more than one class, the stock certificate shall contain on its face or back a full statement or summary of:

Instead of a full statement or summary of the information required by subsection (b) of this section, the certificate may state that the corporation will furnish a full statement of the required information to any stockholder on request and without charge.

Without affecting § 8-204 of the Commercial Law Article, if the corporation which issues the stock imposes a restriction on its transferability, the stock certificate shall:

Except as otherwise provided by § 8-204 of the Commercial Law Article, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the stock certificate does not mean that the restriction is invalid or unenforceable.

Each stock certificate shall be signed by the president, a vice president, the chief executive officer, the chief operating officer, the chief financial officer, the chairman of the board, or the vice chairman of the board and countersigned by the secretary, an assistant secretary, the treasurer, an assistant treasurer, or any other officer.

Each certificate which represents any stock, bond, note, guaranty, obligation, or other corporate security:

A certificate described in this section is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.

Unless the bylaws provide otherwise, the board of directors of a corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed.

In its discretion, the board may require the owner of the certificate to give bond, with sufficient surety, to indemnify the corporation against any loss or claim arising as a result of the issuance of a new certificate.

The issuance of a new certificate under this section does not constitute an overissue of the shares it represents.

A corporation may, but is not obliged to:

The board of directors may impose any reasonable condition on the issuance of the scrip or other evidence of ownership, including a condition that:

A corporation may not issue a certificate representing scrip in bearer form.

For scrip issued without a certificate, on request by a scripholder, the corporation shall deliver to the scripholder, without charge, a statement in writing or by electronic transmission of the information required to be on a certificate under § 2–211 of this subtitle.

A stockholder or subscriber for stock of a corporation is not obligated to the corporation or its creditors with respect to the stock, except to the extent that:

The following persons are not personally liable to the corporation or its creditors for the unpaid portion of the consideration due for stock:

The liability imposed by this section may be enforced only by:

A director or officer of a corporation may not knowingly and willfully:

In the absence of actual fraud in the transaction, a determination by the board of directors or a statement in the charter as to the actual value of consideration other than money for which stock or convertible securities are to be issued or as to the propriety of accepting that consideration for issuing the stock or convertible securities is conclusive for all purposes.

An officer or director who violates any provision of this section is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $5,000 or imprisonment not exceeding two years or both.