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Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 2-705

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(a) (1) If a defective corporate act ratified under this subtitle would have required the filing of a charter document with the Department under any provision of this article, the corporation shall file articles of validation in accordance with this section.

(2) If a charter document that was required to be filed with respect to the defective corporate act was not filed, the articles of validation required by this section shall be filed in lieu of the charter document that was not filed.

(b) The articles of validation required by this section shall include:

(1) The title and date of filing of any charter document previously filed with respect to the defective corporate act and any charter document that amended, supplemented, or corrected that charter document;

(2) A statement describing the defective corporate act;

(3) The date of the defective corporate act;

(4) A statement that the defective corporate act was ratified in accordance with this subtitle and a description of the ratification;

(5) The time that the ratification is to become effective; and

(6) (i) A statement that a charter document was previously filed with respect to the defective corporate act, and no change to the charter document is required;

(ii) 1. A statement that a charter document was previously filed with respect to the defective corporate act;

2. A statement describing the changes being made to the charter document; and

3. Any other information required by this article; or

(iii) 1. A statement that a charter document was not previously filed with respect to the defective corporate act and that a charter document was required to be filed;

2. A citation to the provision of this article under which the charter document was required to be filed; and

3. Any other information required by this article.