# Corporations and Associations (GCA)

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

### Subtitle 6. Amendment or Restatement of Charter

#### 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.

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