# Corporations and Associations (GCA) ## Title 8. Real Estate Investment Trusts ### Subtitle 2. Formation and Qualification #### Section 8-201 A real estate investment trust: (1) Is formed by filing a declaration of trust for record with the Department; and (2) May not do business in the State until it complies with this title. #### Section 8-202 (a) A real estate investment trust shall file its declaration of trust for record with the Department. (b) (1) The declaration of trust shall: (i) Indicate clearly that the trust is a real estate investment trust; (ii) State the name of the trust; (iii) State the total number of shares which the real estate investment trust has authority to issue; (iv) Provide for an annual meeting of shareholders at a convenient location and on proper notice; (v) Provide for the election of trustees at least every third year at an annual meeting of shareholders; (vi) State the number of trustees and the names of those persons who will serve as trustees until the first meeting of shareholders and until their successors are elected and qualify or such later time as may be specified in the declaration of trust; (vii) State the name and address of a resident agent of the real estate investment trust in the State; and (viii) If the shares are divided into classes as permitted by Sec. 8-203 of this subtitle, provide a description of each class, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption. (2) A declaration of trust may include a provision that allows the trustees, in considering a potential acquisition of control of the real estate investment trust, to consider the effect of the potential acquisition of control on: (i) Shareholders, employees, suppliers, customers, and creditors of the trust; and (ii) Communities in which offices or other establishments of the trust are located. (3) The inclusion or omission of a provision in a declaration of trust that allows the board of trustees to consider the effect of a potential acquisition of control on persons specified in paragraph (2) of this subsection does not create an inference concerning factors that may be considered by the board of trustees regarding a potential acquisition of control. (c) Notwithstanding any provision of this title which requires for any action the concurrence of a greater proportion of the votes than a majority of the votes entitled to be cast, a real estate investment trust may provide by its declaration of trust that the action may be taken or authorized on the concurrence of a greater or smaller proportion, but not less than a majority of the number of votes entitled to be cast on the matter. (d) The declaration of trust shall be signed and acknowledged by each trustee. (e) (1) In this subsection, "facts ascertainable outside the bylaws" include: (i) An action or determination by any person, including the real estate investment trust, its board of trustees, an officer or agent of the real estate investment trust, and any other person affiliated with the real estate investment trust; (ii) Any agreement or other document; or (iii) Any other event. (2) Any provision of the bylaws may be made dependent upon facts ascertainable outside the bylaws. #### Section 8-203 (a) A real estate investment trust may provide by its declaration of trust: (1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust and the amount of the preference; (2) That any specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares and the terms and conditions of redemption, including the time and price of redemption; (3) That any specified class of shares is convertible into shares of one or more other classes and the terms and conditions of conversion; (4) That the holders of any specified securities issued or to be issued by the real estate investment trust have any voting or other rights which, by law, are or may be conferred on shareholders; (5) That the holders of one or more classes or series of shares have exclusive voting rights on an amendment to the declaration of trust that would alter only the contract rights, as expressly set forth in the declaration of trust, of the specified class or series of shares; (6) For any other preferences, rights, restrictions, including restrictions on transferability or ownership designed to permit the real estate investment trust to qualify under the Internal Revenue Code or regulations adopted under the Code or for any other purpose, and qualifications not inconsistent with law; (7) That the board of trustees may classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of the shares; and (8) That the board of trustees may amend the declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class that the trust has authority to issue. (b) If, under a power contained in the declaration of trust, the board of trustees classifies or reclassifies any unissued shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption, the board, before issuing any of the shares, shall file articles supplementary for record with the Department which shall include: (1) A description of the shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption, as set or changed by the board of trustees; and (2) A statement that the shares have been classified or reclassified by the board of trustees under the authority contained in the declaration of trust. (c) Notwithstanding subsection (b) of this section: (1) The shares issued by a real estate investment trust before the time the articles supplementary with respect to the shares is effective shall cease to be voidable as a result of the failure to file articles supplementary at the time the amendment becomes effective; and (2) A right or liability accrued by reason of the issuance of the shares before the time the articles supplementary become effective shall be extinguished at the time the articles supplementary become 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. (d) (1) In this subsection, "facts ascertainable outside the declaration of trust" includes: (i) An action or determination by any person, including the real estate investment trust, the board of trustees of the real estate investment trust, an officer or agent of the real estate investment trust, or any other person affiliated with the real estate investment trust; (ii) The contents of any agreement to which the real estate investment trust is a party or any other document; and (iii) Any other event. (2) Any of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of any class or series of shares may be made dependent upon facts ascertainable outside the declaration of trust and may vary among holders of the shares, provided that the manner in which such facts or variations will operate upon the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of such class or series of shares is clearly and expressly set forth in the declaration of trust. (e) If the real estate investment trust has authority to issue shares of more than one class, the certificate evidencing the shares shall contain on its face or back a full statement or summary of: (1) The designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption of the shares of each class which the real estate investment trust is authorized to issue; and (2) If the real estate investment trust is authorized to issue any preferred or special class in series: (i) The differences in the relative rights and preferences between the shares of each series to the extent they have been set; and (ii) The authority of the board of trustees to set the relative rights and preferences of subsequent series. (f) (1) A summary of the information required by subsection (e) of this section, as included in a registration statement permitted to become effective under the Federal Securities Act of 1933, is an acceptable summary for the purposes of this section. (2) Instead of a full statement or summary, the certificate may state that the real estate investment trust will furnish a full statement of the information required by subsection (e) of this section to any holder of shares on request and without charge. (g) Unless the declaration of trust provides otherwise, the trustees of a real estate investment trust may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the real estate investment trust. For shares issued without certificates, on request of the shareholder, the real estate investment trust shall send without charge to the shareholder a written statement of the information required on certificates by subsection (e) or (f) of this section. (h) Articles supplementary shall be executed in the manner required by Title 1 of this article. (i) Except as provided in Sec. 8-204 of the Commercial Law Article, the fact that a certificate does not contain or refer to a restriction on transferability or ownership that is adopted after the date of issuance of the certificate does not mean that the restriction is invalid or unenforceable. #### Section 8-204 (a) A real estate investment trust shall post the security for taxes required under Sec. 13-825 of the Tax - General Article. (b) If the Comptroller waives the requirement of a security, the Comptroller shall notify the Department in writing of the waiver. #### Section 8-205 (a) The shareholders of a real estate investment trust may remove any trustee, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of trustees, except: (1) As provided in subsection (b) of this section; (2) As otherwise provided in the declaration of trust of the real estate investment trust; or (3) For a real estate investment trust that has elected to be subject to Sec. 3-804(a) of this article. (b) Unless the declaration of trust of the real estate investment trust provides otherwise: (1) If the shareholders of any class or series are entitled separately to elect one or more trustees, a trustee elected by shareholders of that class or series may not be removed without cause except by the affirmative vote of a majority of all the votes of that class or series; (2) If a real estate investment trust has cumulative voting for the election of trustees and less than the entire board is to be removed, a trustee may not be removed without cause if the votes cast against the trustee's removal would be sufficient to elect the trustee if then cumulatively voted at an election of the entire board of trustees, or, if there is more than one class of trustees, at an election of the class of trustees of which the trustee is a member; and (3) If the trustees have been divided into classes, a trustee may not be removed without cause. #### Section 8-206 (a) The board of trustees of a real estate investment trust may establish one or more committees of the board of trustees composed of one or more trustees and for the delegation to those committees of any of the powers of the board of trustees. (b) Notwithstanding subsection (a) of this section, the declaration of trust or bylaws of a real estate investment trust, or any agreement to which the real estate investment trust is a party and which has been approved by the board of trustees, may provide for: (1) The establishment of one or more standing committees or for the creation of one or more committees upon the occurrence of certain events; and (2) The composition of the membership, and the qualifications and the voting and other rights of members of any such committee, subject to the continued service of members of the committee as trustees. #### Section 8-207 Notwithstanding any other provision of the Maryland REIT Law, a real estate investment trust may issue shares of beneficial interest without consideration for the purpose of qualifying the real estate investment trust as a real estate investment trust under the Internal Revenue Code. --- Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)