Maryland Code, CORPORATIONS AND ASSOCIATIONS 4-503
Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 4-503
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- 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.
- Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Lien: A claim against real or personal property in satisfaction of a debt.
- Person: includes an individual, receiver, trustee, guardian, personal representative, fiduciary, representative of any kind, corporation, partnership, business trust, statutory trust, limited liability company, firm, association, or other nongovernmental entity. See
- Personal representative: includes an administrator and an executor. See
- Trustee: A person or institution holding and administering property in trust.
(i) A transfer by operation of law to a personal representative, trustee in bankruptcy, receiver, guardian, or similar legal representative;
(ii) The acquisition of a lien or power of sale by an attachment, levy, or similar procedure; or
(iii) The creation or assignment of a security interest.
(2) A foreclosure sale or other transfer by a person who acquired his interest or power in a transaction described in paragraph (1) of this subsection is a transfer subject to all the provisions of this section. For purposes of the transfer, the person effecting the foreclosure sale or other transfer shall be treated as and have the rights of a holder of the stock under this section and § 4-602(b) of this title.
(b) A transfer of the stock of a close corporation is invalid unless:
(1) Every stockholder of the corporation consents to the transfer in writing within the 90 days before the date of the transfer; or
(2) The transfer is made under a provision of a unanimous stockholders’ agreement permitting the transfer to the corporation or to or in trust for the principal benefit of:
(i) One or more of the stockholders or security holders of the corporation or their wives, children, or grandchildren; or
(ii) One or more persons named in the agreement.