# Corporations and Associations (GCA)

## Title 2. Corporations in General -- Formation, Organization, and Operation

### Subtitle 6. Amendment or Restatement of Charter

#### Section 2-601

(a) A corporation having capital stock may amend or restate its charter as provided in this subtitle.

(b) Compliance with the provisions of this subtitle is not required in the case of a charter amendment adopted under articles of merger.

#### Section 2-602

(a) A corporation may amend its charter from time to time in any respect, provided that:

  (1) The amendment may contain only provisions which lawfully could be contained in articles of incorporation at the time of the amendment;

  (2) If the amendment effects a change in stock or in the rights of stockholders or effects an exchange, reclassification, or cancellation of stock, the amendment shall contain the provisions necessary to effect the change, exchange, reclassification, or cancellation; and

  (3) If the amendment alters the contract rights, as expressly set forth in the charter, of any outstanding stock, and the charter does not reserve the right to make the amendment, any objecting stockholder whose rights are substantially adversely affected has the right to receive the fair value of his stock as an objecting stockholder under Title 3, Subtitle 2 of this article.

(b) In addition to the general power to amend granted in subsection (a) of this section, a corporation from time to time may amend its charter to:

  (1) Change its corporate name;

  (2) Change, enlarge, or diminish its purposes or the duration of its existence;

  (3) Exchange, classify, reclassify, or cancel any of its issued or unissued stock;

  (4) Change the designation of any of its issued or unissued stock;

  (5) Increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class which it may issue;

  (6) Increase or decrease the par value of issued or unissued authorized stock of any class with par value;

  (7) Change issued or unissued shares of stock with par value into the same or a different number of shares without par value and change issued or unissued shares of stock without par value into the same or a different number of shares with par value;

  (8) Change issued or unissued shares of stock of any class, whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares of another class, either with or without par value;

  (9) Change the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any of its issued or unissued stock; and

  (10) Cancel or otherwise affect the right of the stockholders of any class to receive dividends which have accrued but have not been declared.

#### Section 2-603

(a) If there is no stock outstanding or subscribed for entitled to be voted on the charter amendment, it shall be approved as provided in this section.

(b)

  (1) If the amendment is made before the organization meeting of the board of directors, every incorporator shall execute and file amended articles of incorporation in the same form required by Subtitle 1 of this title for original articles of incorporation.

  (2) When the Department accepts amended articles of incorporation for record, they take the place of the original articles.

(c) If the amendment is made at or after the organization meeting of the board of directors, it shall be approved by a majority of the entire board of directors.

#### Section 2-604

(a) This section does not apply to a charter amendment by the board of directors in accordance with Sec. 2-105(a)(13) or Sec. 2-309(e) of this title.

(b) A charter amendment by a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940 shall be approved by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.

(c) If there is any stock outstanding or subscribed for and entitled to be voted on the charter amendment, it shall be approved as provided in this section.

(d) Except as provided in Sec. 2-112 of this title and subsection (b) of this section, the board of directors of a corporation proposing a charter amendment shall:

  (1) Adopt a resolution which sets forth the proposed amendment and declares that it is advisable; and

  (2) Direct that the proposed amendment be submitted for consideration at either an annual or a special meeting of the stockholders.

(e)

  (1) Notice which states that a purpose of the meeting will be to act on the proposed amendment shall be given by the corporation in the manner required by Subtitle 5 of this title to:

    (i) Each stockholder entitled to vote on the proposed amendment; and

    (ii) Each stockholder not entitled to vote on the proposed amendment if the contract rights of his stock, as expressly set forth in the charter, would be altered by the amendment.

  (2) The notice shall:

    (i) Include a copy of the amendment or a summary of the changes it will effect; or

    (ii)

      (1) Identify a website at which the amendment or a summary of the changes it will effect may be accessed; and

      (2) Include a telephone number or an address where the stockholder may request a paper copy of the amendment or summary without charge.

(f) Except as provided in subsection (b) of this section, the proposed amendment shall be approved by the stockholders of the corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

#### Section 2-605

(a) Notwithstanding the provisions of Sec. 2-604 of this subtitle, unless prohibited in the charter by reference to this section or the subject matter of this section, a majority of the entire board of directors, without action by the stockholders, may amend the charter of a corporation to:

  (1) Change the name of the corporation; or

  (2) Change the name or other designation or the par value of any class or series of stock of the corporation and the aggregate par value of the stock of the corporation.

(b) A change in the name or other designation of a class or series of stock under subsection (a)(2) of this section may not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the class or series of stock.

#### Section 2-606

Any number of amendments may be considered at a single meeting of the stockholders or directors.

#### Section 2-606.1

(a) A corporation may not issue any of the stock that is classified, reclassified, or newly authorized by an amendment before the time the amendment is effective, as provided in Sec. 2-610.1 of this subtitle.

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

  (1) The stock issued by a corporation before the time the amendment with respect to the stock is effective shall cease to be voidable as a result of the failure to file articles of amendment or articles of amendment and restatement at the time the amendment becomes effective; and

  (2) A right or liability accrued by reason of the issuance of the stock by a corporation before the time the amendment becomes effective shall be extinguished at the time the amendment becomes effective, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of the issuance of the stock.

#### Section 2-607

(a) Articles of amendment shall set forth the amendment and state:

  (1) That the amendment was advised by the board of directors and approved by the stockholders; or

  (2) That the amendment was approved by a majority of the entire board of directors and that:

    (i) No stock entitled to be voted on the matter was outstanding or subscribed for at the time of approval; or

    (ii) The amendment is limited to a change expressly authorized by Sec. 2-105(a)(13) of this title or Sec. 2-604(b) or Sec. 2-605 of this subtitle to be made without action by the stockholders.

(b) If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:

  (1) Both as of immediately before the amendment and as amended:

    (i) The total number of shares of stock of all classes which the corporation has authority to issue;

    (ii) The number of shares of stock of each class;

    (iii) The par value of the shares of stock of each class or a statement that the shares are without par value; and

    (iv) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and

  (2) If the shares are divided into classes:

    (i) A description, as amended, of each class, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption; or

    (ii) A statement that the information required by item (i) of this item was not changed by the amendment.

#### Section 2-608

(a) If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section.

(b) Articles of restatement shall include every charter provision currently in effect, omitting only provisions which this section specifically permits to be omitted, and shall state:

  (1) That the corporation desires to restate its charter as currently in effect;

  (2) That the provisions set forth in the articles of restatement are all the provisions of the charter currently in effect;

  (3) That the restatement of the charter has been approved by a majority of the entire board of directors;

  (4) That the charter is not amended by the articles of restatement;

  (5) The current address of the principal office of the corporation;

  (6) The name and address of the corporation's current resident agent; and

  (7) The number of directors of the corporation and the names of those currently in office.

(c) Articles of restatement may omit all provisions which relate solely to a class of stock if, at the time:

  (1) There are no shares of the class outstanding; and

  (2) The corporation has no authority to issue any shares of the class.

(d) Articles of restatement may not contain:

  (1) Any provisions of the charter which have been eliminated from it by amendment;

  (2) The original charter provisions which contained the information required by subsection (b) (5), (6), and (7) of this section, if they are no longer current; or

  (3) Any amendment to the charter of the corporation.

#### Section 2-609

(a) A complete restatement of the charter may be submitted for approval in the manner required for a charter amendment to a meeting of the corporation's stockholders or directors, as the case may be.

(b) If the restatement is submitted for approval in the manner required for a charter amendment, any amendments to the charter approved at the meeting may be included in the restatement.

(c) Articles of amendment and restatement shall include the provisions required to be included in both articles of amendment and articles of restatement.

#### Section 2-610

Articles of amendment, articles of restatement, and articles of amendment and restatement shall be executed for the corporation in the manner required by Title 1 of this article and shall be filed for record with the Department.

#### Section 2-610.1

Articles of amendment and articles of amendment and restatement are effective as of the later of:

(1) The time the Department accepts the articles for record; or

(2) The time established under the articles, not to exceed 30 days after the articles are accepted for record.

#### Section 2-611

(a) When articles of amendment become effective, the amendment becomes part of the charter of the corporation.

(b) When the Department accepts articles of restatement for record:

  (1) If they were not approved in the manner required for a charter amendment, they become evidence of the charter; and

  (2) If the articles were approved in the manner required for a charter amendment, they become the charter of the corporation and supersede all prior charter documents.

(c) When articles of amendment and restatement become effective, they become the charter of the corporation and supersede all prior charter documents.

#### Section 2-612

(a) A proposed amendment to the charter of a corporation may be abandoned before the effective date of the articles by majority vote of the entire board of directors of the corporation.

(b) If the articles have been filed with the Department, notice of abandonment shall be given promptly to the Department.

(c) If the proposed amendment to the charter is abandoned as provided in this section, the articles and the amendment have no effect.

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