TITLE 2 - CORPORATIONS IN GENERAL - FORMATION, ORGANIZATION, AND OPERATION
- Subtitle 1 - Formation and Powers
- Section 2-101 - Purpose for which corporation may be formed; application of other statutes.
- Section 2-102 - Formation generally.
- Section 2-103 - General powers.
- Section 2-104 - Articles of incorporation.
- Section 2-105 - Charter provisions relating to capital stock.
- Section 2-106 - Corporate name.
- Section 2-107 - [Repealed].
- Section 2-108 - Resident agent and principal office.
- Section 2-109 - Organization meeting of directors; adoption of bylaws.
- Section 2-110 - Contents and keeping of bylaws.
- Section 2-111 - Books and records.
- Section 2-112 - Closed-end investment company; required submissions to stockholders; elimination of trading discount to net asset value.
- Subtitle 2 - Issuance of Securities
- Section 2-201 - Power to issue stock and convertible securities; effect of authorization.
- Section 2-202 - Subscription for stock.
- Section 2-203 - Price and consideration for stock.
- Section 2-204 - Requisites to issuance.
- Section 2-205 - Preemptive rights.
- Section 2-206 - Payment for stock and convertible securities.
- Section 2-207 - [Repealed].
- Section 2-208 - Classification or reclassification of unissued stock by board.
- Section 2-208.1 - Increase or decrease in aggregate number of shares or in the number of shares in any class of stock.
- Section 2-208.2 - Enforcement of debts, liabilities and obligations of a particular class or series of stock.
- Section 2-209 - Stock ledger.
- Section 2-210 - Issuance of stock certificate.
- Section 2-211 - Contents of stock certificate.
- Section 2-212 - Signature and seal on certificates for stock and other securities.
- Section 2-213 - Lost stock certificate.
- Section 2-214 - Fractional shares.
- Section 2-215 - Liability of subscribers and holders.
- Section 2-216 - Prohibited acts; penalty.
- Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares
- Section 2-301 - "Distribution" defined.
- Section 2-302 - Capital account.
- Section 2-303 - Determination of amount of stated capital and capital surplus.
- Section 2-304 - Application of capital surplus.
- Section 2-305 - Expenses of organization, reorganization, and financing.
- Section 2-306 - Reduction of stated capital.
- Section 2-307 - [Repealed].
- Section 2-308 - Surplus considered capital surplus.
- Section 2-309 - Distributions; stock dividends and stock splits.
- Section 2-310 - Acquisition of own stock - In general.
- Section 2-310.1 - Redemption of own stock - Open-end investment companies.
- Section 2-310.2 - Shares held in fiduciary capacity for benefit of other class of shares.
- Section 2-311 - Restrictions on making distributions.
- Section 2-312 - Liabilities of directors; contribution.
- Section 2-313 - Annual statement of affairs.
- Section 2-314 - [Transferred].
- Section 2-315 - , 2-316. [Repealed].
- Subtitle 4 - Directors and Officers
- Section 2-401 - Function of directors.
- Section 2-402 - Number of directors.
- Section 2-403 - Qualifications of directors.
- Section 2-404 - Election and tenure of directors.
- Section 2-405 - Directors holding over.
- Section 2-405.1 - Standard of care required of directors.
- Section 2-405.2 - Corporate limitations on director liability.
- Section 2-405.3 - When director of investment company deemed independent and disinterested.
- Section 2-406 - Removal or resignation of director.
- Section 2-407 - Vacancy on board.
- Section 2-408 - Action by directors.
- Section 2-409 - Meetings of directors.
- Section 2-410 - Dissent of director to action of board.
- Section 2-411 - Executive and other committees.
- Section 2-412 - Required and permitted officers.
- Section 2-413 - Election, tenure, and removal of officers.
- Section 2-414 - Powers and duties of officers and agents.
- Section 2-415 - Holding more than one office.
- Section 2-416 - Financial assistance to officers and employees.
- Section 2-417 - [Repealed].
- Section 2-418 - Indemnification of directors, officers, employees, and agents.
- Section 2-419 - Interested director transactions.
- Subtitle 5 - Stockholders
- Section 2-501 - Annual meeting.
- Section 2-502 - Special meeting.
- Section 2-502.1 - Participation in meeting via conference communications.
- Section 2-503 - Place of meetings.
- Section 2-504 - Notice; meetings; stockholder proposals.
- Section 2-504.1 - Single notice.
- Section 2-505 - Informal action by stockholders.
- Section 2-506 - Quorum; voting.
- Section 2-507 - General right to vote; proxies.
- Section 2-508 - Voting by certain holders of stock.
- Section 2-509 - Voting of stock held by corporation.
- Section 2-510 - Voting trust.
- Section 2-511 - Record date and closing of transfer books.
- Section 2-512 - Stockholder's right of inspection.
- Section 2-513 - Additional right of inspection of stockholders of 5 percent of stock.
- Section 2-514 - Certification of beneficial owners of stock.
- Subtitle 6 - Amendment or Restatement of Charter
- Section 2-601 - General rule; exception.
- Section 2-602 - Power to amend charter.
- Section 2-603 - Charter amendment - No stock outstanding or subscribed for.
- Section 2-604 - Charter amendment - Stock outstanding or subscribed for.
- Section 2-605 - Charter amendment - Minor changes in name or designation of stock classes or series.
- Section 2-606 - Charter amendment - Multiple amendments.
- Section 2-607 - Contents of articles of amendment.
- Section 2-608 - Restatement of charter.
- Section 2-609 - Amendment and restatement of charter.
- Section 2-610 - Execution and filing of articles.
- Section 2-610.1 - Time articles effective.
- Section 2-611 - Effect of articles.
- Section 2-612 - Abandonment of proposed amendment.