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Maryland Code, Corporations and Associations § 2-705

Current as of January 01, 2025 | Updated by Findlaw Staff

(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) 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 manner of ratification; and

(5)(i) If a charter document was previously filed with respect to the defective corporate act and no change to the charter document is required to ratify the defective corporate act under § 2-702 of this subtitle, a statement that no change is made to the charter document;

(ii) If a charter document was previously filed with respect to the defective corporate act and a change to the charter document is required to ratify the defective corporate act under § 2-702 of this subtitle, a statement describing the change and all information required to be included under this title; or

(iii) If a charter document was not previously filed with respect to the defective corporate act and the defective corporate act ratified under § 2-702 of this subtitle would have required a charter document to be filed under this title, a statement of the section of this title under which the charter document was required to be filed and any information required to be included in the charter document under that section.

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Cite this article: FindLaw.com - Maryland Code, Corporations and Associations § 2-705 - last updated January 01, 2025 | https://codes.findlaw.com/md/corporations-and-associations/md-code-corp-and-assns-sect-2-705/

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