(a) Filing.- A corporation may file a certificate of notice for record with the Department.
(b) Contents.- A certificate of notice may describe:
(1) An action by the corporation, its board of directors, or its stockholders;
(2) The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;
(3) The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or
(4) Any other information that the corporation determines should be disclosed.
(c) Contents - Exceptions.- A certificate of notice may not:
(1) Amend, supplement, or correct the charter of the corporation in any manner; or
(2) Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.
(d) Not part of charter.- A certificate of notice is not a part of the charter of a corporation.
(e) Director is not required to authorize or direct filing.- A director of a corporation is not required to authorize or direct the filing of a certificate of notice.
(f) When not required to file.- A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.
(g) Execution.- A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.
(a) Filing.- A corporation may file a certificate of notice for record with the Department.
(b) Contents.- A certificate of notice may describe:
(1) An action by the corporation, its board of directors, or its stockholders;
(2) The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;
(3) The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or
(4) Any other information that the corporation determines should be disclosed.
(c) Contents - Exceptions.- A certificate of notice may not:
(1) Amend, supplement, or correct the charter of the corporation in any manner; or
(2) Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.
(d) Not part of charter.- A certificate of notice is not a part of the charter of a corporation.
(e) Director is not required to authorize or direct filing.- A director of a corporation is not required to authorize or direct the filing of a certificate of notice.
(f) When not required to file.- A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.
(g) Execution.- A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.
(a) Filing.- A corporation may file a certificate of notice for record with the Department.
(b) Contents.- A certificate of notice may describe:
(1) An action by the corporation, its board of directors, or its stockholders;
(2) The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;
(3) The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or
(4) Any other information that the corporation determines should be disclosed.
(c) Contents - Exceptions.- A certificate of notice may not:
(1) Amend, supplement, or correct the charter of the corporation in any manner; or
(2) Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.
(d) Not part of charter.- A certificate of notice is not a part of the charter of a corporation.
(e) Director is not required to authorize or direct filing.- A director of a corporation is not required to authorize or direct the filing of a certificate of notice.
(f) When not required to file.- A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.
(g) Execution.- A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.
