Corporate Appraisal and Dissenters'-Rights Procedure in Maryland

At a glance

Requirements one by one

Holders, successors, and triggers

A stockholder is a record holder under § 1-101(bb). The special successor definition matters: for a share exchange, § 3-201(f)(2) assigns that term to the corporation whose stock was acquired. The general definition and charter- amendment extension cover the other stated routes. Sections 1-101(dd) and 3-201(f).

Section 3-202(a) covers mergers, consolidations, acquired shares, qualifying asset transfers, substantially adverse changes to express charter-contract rights unless reserved, and conversion. Section 3-901 includes conversion to a foreign corporation and to the specified other entities; the statute uses conversion terminology for that change of corporate jurisdiction. The special business-combination cross-references retain their own boundaries.

Exclusions and the listed-share exception

Section 3-202(c) excludes specified listed shares, surviving-corporation shares, holders lacking the required vote or record-date ownership, charter- excluded shares, and the stated open-end net-asset-value transaction. The survivor exclusion has exceptions for unreserved contract-right changes and specified conversion of the shares. The vote limitation preserves the special-merger exception.

Restoring rights to listed shares under § 3-202(d) requires all the stated conditions: nonqualifying consideration, aggregate director/executive ownership of at least 5% during the one-year lookback, and the described unequal insider exchange terms, subject to the approved-compensation-plan exception. Cash consideration alone is not the entire test. Section 3-201(d) defines beneficial ownership for that analysis.

Ownership and share consequences

The payment demand states the number and class of shares. The subtitle does not supply a separate general nominee, direct-beneficial-assertion, or announcement-date payment tier. Sections 1-101(bb), 3-202(c)(3), and 3-203. A demand ends ordinary rights and excludes dividends or distributions with record dates after the specified valuation cutoff. Section 3-204.

Notices and objection

For ordinary meeting action, the written objection is filed at or before the meeting and the holder must not vote in favor. For qualifying written- consent action, objection is due within 10 days after the corporation gives the § 2-505(b) notice. That notice itself is due within 10 days after the action under the applicable consent branch. Section 3-203(a)(1)-(2).

Special mergers under §§ 3-106 and 3-106.1 use notice at least 20 business days before filing unless the required holders waive it. Their objection clock is 30 days after notice is given or waived. Sections 3-106(d), 3-106.1(e), and 3-203(a)(1)(i). The tender/exchange-offer merger statute has a registered-share scope; it is not a generic private-company tender route.

Payment demand and certificates

A separate written demand to the successor names the number and class of shares and is due within 20 days after Department acceptance of the articles. For the stated transfers or transactions with no articles to file, § 3-203 instead uses consummation. Failure to comply binds the holder to the transaction. Section 3-203(a)(3)-(b).

There is no corporation-selected modern form deadline in this subtitle. After a court petition, the court may require certificates to be submitted to its clerk for notation of the proceeding; noncompliance permits dismissal or other appropriate relief. A transferee receives no greater rights than the original objector. Section 3-209.

Offer, delivery, and withdrawal

The successor promptly gives objectors written notice that the Department accepted the articles. It may offer its estimate, accompanied by a balance sheet no more than six months old, a 12-month profit-and-loss statement, and other information it considers pertinent. Personal delivery or the prescribed certified-mail route applies. Section 3-207.

Withdrawal needs successor consent. Rights are restored on withdrawal, a missed petition period, denial of entitlement, or abandonment/rescission, including intervening dividends and distributions, without undoing earlier corporate proceedings. Sections 3-205 and 3-206.

Court and appraisers

Either the successor or an unpaid objector may petition a court of equity within 50 days after the Department accepts the articles. Venue is the successor's principal-office county or, if none in Maryland, its resident- agent county. Section 3-208 states that acceptance-based clock; this page does not substitute a notice or consummation date for it where no articles are filed. Multiple proceedings must be consolidated, and holders may join.

If entitlement exists, the court appoints three disinterested appraisers, each sworn to perform honestly and faithfully. Their majority report is due within 60 days unless extended, with reasons and a transcript of testimony and exhibits. Parties have 15 days after filing to object and request a hearing. Section 3-210.

The court confirms, modifies, or rejects the report and enters the stated judgment or returns the matter for further appraisal. Interest runs from the statutory valuation date unless the specified rejection-of-offer misconduct requires denial. Sections 3-211(a)-(c).

Costs ordinarily fall on the successor, with the stated arbitrary/vexatious or bad-faith offer-rejection exception. Attorney fees and expenses are excluded. Expert fees are included only if no offer was made or the value determined materially exceeds the offer. Section 3-211(d).

Valuation and payment boundary

The valuation date is the close of business on the special-merger notice or waiver date, or the ordinary vote date. Transaction/proposal effects are excluded subject to the special statutory rule. Section 3-202(b). No value or rate is calculated here.

Payment and certificate surrender are simultaneous: certificates must be endorsed in blank in proper transfer form, or the holder supplies satisfactory loss/destruction evidence and sufficient indemnity bond. Section 3-212.

What trips people up

A corrected charter filing can carry its original date. Effective October 1, 2026, § 1-201(b), enacted by 2026 Md. Laws ch. 313 § 1, requires the Department to notify the filer of a rejection and its reason. If a corrected charter document is refiled and accepted within 30 days after the rejection notice is mailed, the Department must accept it for record as of the rejected document's original filing date. Chapter 313 § 2 sets the effective date. Sections 3-203 and 3-208 still measure their demand and petition periods from Department acceptance; check the actual filing and rejection record before computing either deadline.

Common questions

What happens to successor shares otherwise due in the transaction? Unless the articles provide otherwise, those shares have authorized-but-unissued status; the statute does not require a capital-reduction proceeding to retire them or reduce the represented capital. Section 3-213(c).

Who receives distributions after the stock is acquired? Section 3-213(a) entitles the acquiring successor to the distributions whose record dates fall after the statutory valuation cutoff.

Statutes and sources

• Md. Code Ann., Corps. & Ass'ns § 3-201 — official text (accessed October 1, 2026).

(a) In this subtitle the following words have the meanings indicated. (b) “Affiliate” has the meaning stated in § 3–601 of this title. (c) “Associate” has the meaning stated in § 3–601 of this title. (d) “Beneficial owner”, when used with respect to any voting stock, means a person that: (1) Individually or with any of its affiliates or associates, beneficially owns voting stock, directly or indirectly; (2) Individually or with any of its affiliates or associates, has: (i) The right to acquire voting stock (whether the right is exercisable immediately or within 60 days after the date on which beneficial ownership is determined), in accordance with any agreement, arrangement, or understanding, on the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; or (ii) Except solely by virtue of a revocable proxy, the right to vote voting stock in accordance with any agreement, arrangement, or understanding; or (3) Except solely by virtue of a revocable proxy, has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of voting stock with any other person that beneficially owns, or the affiliates or associates of which beneficially own, directly or indirectly, the voting stock. (e) “Executive officer” means a corporation’s president, any vice president in charge of a principal business unit, division, or function, such as sales, administration, or finance, any other person who performs a policy making function for the corporation, or any executive officer of a subsidiary of the corporation who performs a policy making function for the corporation. (f) (1) “Successor”, except when used with respect to a share exchange, includes a corporation which amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock, unless the right to do so is reserved by the charter of the corporation. (2) “Successor”, when used with respect to a share exchange, means the corporation the stock of which was acquired in the share exchange. (g) “Voting stock” has the meaning stated in § 3–601 of this title.

• Md. Code Ann., Corps. & Ass'ns § 3-202 — official text (accessed October 1, 2026).

(a) Except as provided in subsection (c) of this section, a stockholder of a Maryland corporation has the right to demand and receive payment of the fair value of the stockholder’s stock from the successor if: (1) The corporation consolidates or merges with another corporation; (2) The stockholder’s stock is to be acquired in a share exchange; (3) The corporation transfers its assets in a manner requiring action under § 3–105(e) of this title; (4) The corporation amends its charter in a way which alters the contract rights, as expressly set forth in the charter, of any outstanding stock and substantially adversely affects the stockholder’s rights, unless the right to do so is reserved by the charter of the corporation; (5) The transaction is governed by § 3–602 of this title or exempted by § 3–603(b) of this title; or (6) The corporation is converted in accordance with § 3–901 of this title. (b) (1) Fair value is determined as of the close of business: (i) With respect to a merger under § 3–106 or § 3–106.1 of this title, on the day notice is given or waived under § 3–106 or § 3–106.1 of this title; or (ii) With respect to any other transaction, on the day the stockholders voted on the transaction objected to. (2) Except as provided in paragraph (3) of this subsection, fair value may not include any appreciation or depreciation which directly or indirectly results from the transaction objected to or from its proposal. (3) In any transaction governed by § 3–602 of this title or exempted by § 3–603(b) of this title, fair value shall be value determined in accordance with the requirements of § 3–603(b) of this title. (c) Unless the transaction is governed by § 3–602 of this title or is exempted by § 3–603(b) of this title, a stockholder may not demand the fair value of the stockholder’s stock and is bound by the terms of the transaction if: (1) Except as provided in subsection (d) of this section, any shares of the class or series of the stock are listed on a national securities exchange: (i) With respect to a merger under § 3–106 or § 3–106.1 of this title, on the date notice is given or waived under § 3–106 or § 3–106.1 of this title; or (ii) With respect to any other transaction, on the record date for determining stockholders entitled to vote on the transaction objected to; (2) The stock is that of the successor in a merger, unless: (i) The merger alters the contract rights of the stock as expressly set forth in the charter, and the charter does not reserve the right to do so; or (ii) The stock is to be changed or converted in whole or in part in the merger into something other than either stock in the successor or cash, scrip, or other rights or interests arising out of provisions for the treatment of fractional shares of stock in the successor; (3) The stock is not entitled, other than solely because of § 3–106 or § 3–106.1 of this title, to be voted on the transaction or the stockholder did not own the shares of stock on the record date for determining stockholders entitled to vote on the transaction; (4) The charter provides that the holders of the stock are not entitled to exercise the rights of an objecting stockholder under this subtitle; or (5) The stock is that of an open–end investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and the value placed on the stock in the transaction is its net asset value. (d) With respect to a merger, consolidation, or share exchange, a stockholder of a Maryland corporation who otherwise would be bound by the terms of the transaction under subsection (c)(1) of this section may demand the fair value of the stockholder’s stock if: (1) In the transaction, stock of the corporation is required to be converted into or exchanged for anything of value except: (i) Stock of the corporation surviving or resulting from the merger, consolidation, or share exchange, stock of any other corporation, or depositary receipts for any stock described in this item; (ii) Cash in lieu of fractional shares of stock or fractional depositary receipts described in item (i) of this item; or (iii) Any combination of the stock, depositary receipts, and cash in lieu of fractional shares or fractional depositary receipts described in items (i) and (ii) of this item; (2) The directors and executive officers of the corporation were the beneficial owners, in the aggregate, of 5 percent or more of the outstanding voting stock of the corporation at any time within the 1–year period ending on: (i) The day the stockholders voted on the transaction objected to; or (ii) With respect to a merger under § 3–106 or § 3–106.1 of this title, the effective date of the merger; and (3) Unless the stock is held in accordance with a compensatory plan or arrangement approved by the board of directors of the corporation and the treatment of the stock in the transaction is approved by the board of directors of the corporation, any stock held by persons described in item (2) of this subsection, as part of or in connection with the transaction and within the 1–year period described in item (2) of this subsection, will be or was converted into or exchanged for stock of a person, or an affiliate of a person, who is a party to the transaction on terms that are not available to all holders of stock of the same class or series. (e) If directors or executive officers of the corporation are beneficial owners of stock in accordance with § 3–201(d)(2)(i) of this subtitle, the stock is considered outstanding for purposes of determining beneficial ownership by a person under subsection (d)(2) of this section.

• Md. Code Ann., Corps. & Ass'ns § 3-203 — official text (accessed October 1, 2026).

(a) A stockholder of a corporation who desires to receive payment of the fair value of the stockholder’s stock under this subtitle: (1) Shall file with the corporation a written objection to the proposed transaction: (i) With respect to a merger under § 3–106 or § 3–106.1 of this title, within 30 days after notice is given or waived under § 3–106 or § 3–106.1 of this title; or (ii) With respect to any other transaction, at or before the stockholders’ meeting at which the transaction will be considered or, in the case of action taken under § 2–505(b) of this article, within 10 days after the corporation gives the notice required by § 2–505(b) of this article; (2) May not vote in favor of the transaction; and (3) Shall make a written demand on the successor for payment for the stockholder’s stock, stating the number and class of shares for which the stockholder demands payment: (i) Within 20 days after the Department accepts the articles for record; or (ii) Within 20 days after consummation of the transfer or transaction with respect to: 1. A transfer of assets in a manner requiring stockholder approval under § 3–105 of this title; or 2. A transaction that is governed by § 3–603(b) of this title or exempted by § 3–603(b) of this title, for which no articles are required to be filed with the Department. (b) A stockholder who fails to comply with this section is bound by the terms of the consolidation, merger, share exchange, transfer of assets, or charter amendment.

• Md. Code Ann., Corps. & Ass'ns § 3-204 — official text (accessed October 1, 2026).

A stockholder who demands payment for his stock under this subtitle: (1) Has no right to receive any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle; and (2) Ceases to have any rights of a stockholder with respect to that stock, except the right to receive payment of its fair value.

• Md. Code Ann., Corps. & Ass'ns § 3-205 — official text (accessed October 1, 2026).

A demand for payment may be withdrawn only with the consent of the successor.

• Md. Code Ann., Corps. & Ass'ns § 3-206 — official text (accessed October 1, 2026).

(a) The rights of a stockholder who demands payment are restored in full, if: (1) The demand for payment is withdrawn; (2) A petition for an appraisal is not filed within the time required by this subtitle; (3) A court determines that the stockholder is not entitled to relief; or (4) The transaction objected to is abandoned or rescinded. (b) The restoration of a stockholder’s rights entitles him to receive the dividends, distributions, and other rights he would have received if he had not demanded payment for his stock. However, the restoration does not prejudice any corporate proceedings taken before the restoration.

• Md. Code Ann., Corps. & Ass'ns § 3-207 — official text (accessed October 1, 2026).

(a) (1) The successor promptly shall notify each objecting stockholder in writing of the date the articles are accepted for record by the Department. (2) The successor also may send a written offer to pay the objecting stockholder what it considers to be the fair value of his stock. Each offer shall be accompanied by the following information relating to the corporation which issued the stock: (i) A balance sheet as of a date not more than six months before the date of the offer; (ii) A profit and loss statement for the 12 months ending on the date of the balance sheet; and (iii) Any other information the successor considers pertinent. (b) The successor shall deliver the notice and offer to each objecting stockholder personally or mail them to him by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, at the address he gives the successor in writing, or, if none, at his address as it appears on the records of the corporation which issued the stock.

• Md. Code Ann., Corps. & Ass'ns § 3-208 — official text (accessed October 1, 2026).

(a) Within 50 days after the Department accepts the articles for record, the successor or an objecting stockholder who has not received payment for his stock may petition a court of equity in the county where the principal office of the successor is located or, if it does not have a principal office in this State, where the resident agent of the successor is located, for an appraisal to determine the fair value of the stock. (b) (1) If more than one appraisal proceeding is instituted, the court shall direct the consolidation of all the proceedings on terms and conditions it considers proper. (2) Two or more objecting stockholders may join or be joined in an appraisal proceeding.

• Md. Code Ann., Corps. & Ass'ns § 3-209 — official text (accessed October 1, 2026).

(a) At any time after a petition for appraisal is filed, the court may require the objecting stockholders parties to the proceeding to submit their stock certificates to the clerk of the court for notation on them that the appraisal proceeding is pending. If a stockholder fails to comply with the order, the court may dismiss the proceeding as to him or grant other appropriate relief. (b) If any stock represented by a certificate which bears a notation is subsequently transferred, the new certificate issued for the stock shall bear a similar notation and the name of the original objecting stockholder. The transferee of this stock does not acquire rights of any character with respect to the stock other than the rights of the original objecting stockholder.

• Md. Code Ann., Corps. & Ass'ns § 3-210 — official text (accessed October 1, 2026).

(a) If the court finds that the objecting stockholder is entitled to an appraisal of his stock, it shall appoint three disinterested appraisers to determine the fair value of the stock on terms and conditions the court considers proper. Each appraiser shall take an oath to discharge his duties honestly and faithfully. (b) Within 60 days after their appointment, unless the court sets a longer time, the appraisers shall determine the fair value of the stock as of the appropriate date and file a report stating the conclusion of the majority as to the fair value of the stock. (c) The report shall state the reasons for the conclusion and shall include a transcript of all testimony and exhibits offered. (d) (1) On the same day that the report is filed, the appraisers shall mail a copy of it to each party to the proceedings. (2) Within 15 days after the report is filed, any party may object to it and request a hearing.

• Md. Code Ann., Corps. & Ass'ns § 3-211 — official text (accessed October 1, 2026).

(a) The court shall consider the report and, on motion of any party to the proceeding, enter an order which: (1) Confirms, modifies, or rejects it; and (2) If appropriate, sets the time for payment to the stockholder. (b) (1) If the appraisers’ report is confirmed or modified by the order, judgment shall be entered against the successor and in favor of each objecting stockholder party to the proceeding for the appraised fair value of his stock. (2) If the appraisers’ report is rejected, the court may: (i) Determine the fair value of the stock and enter judgment for the stockholder; or (ii) Remit the proceedings to the same or other appraisers on terms and conditions it considers proper. (c) (1) Except as provided in paragraph (2) of this subsection, a judgment for the stockholder shall award the value of the stock and interest from the date as at which fair value is to be determined under § 3-202 of this subtitle. (2) The court may not allow interest if it finds that the failure of the stockholder to accept an offer for the stock made under § 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider: (i) The price which the successor offered for the stock; (ii) The financial statements and other information furnished to the stockholder; and (iii) Any other circumstances it considers relevant. (d) (1) The costs of the proceedings, including reasonable compensation and expenses of the appraisers, shall be set by the court and assessed against the successor. However, the court may direct the costs to be apportioned and assessed against any objecting stockholder if the court finds that the failure of the stockholder to accept an offer for the stock made under § 3-207 of this subtitle was arbitrary and vexatious or not in good faith. In making this finding, the court shall consider: (i) The price which the successor offered for the stock; (ii) The financial statements and other information furnished to the stockholder; and (iii) Any other circumstances it considers relevant. (2) Costs may not include attorney’s fees or expenses. The reasonable fees and expenses of experts may be included only if: (i) The successor did not make an offer for the stock under § 3-207 of this subtitle; or (ii) The value of the stock determined in the proceeding materially exceeds the amount offered by the successor. (e) The judgment is final and conclusive on all parties and has the same force and effect as other decrees in equity. The judgment constitutes a lien on the assets of the successor with priority over any mortgage or other lien attaching on or after the effective date of the consolidation, merger, transfer, or charter amendment.

• Md. Code Ann., Corps. & Ass'ns § 3-212 — official text (accessed October 1, 2026).

The successor is not required to pay for the stock of an objecting stockholder or to pay a judgment rendered against it in a proceeding for an appraisal unless, simultaneously with payment: (1) The certificates representing the stock are surrendered to it, indorsed in blank, and in proper form for transfer; or (2) Satisfactory evidence of the loss or destruction of the certificates and sufficient indemnity bond are furnished.

• Md. Code Ann., Corps. & Ass'ns § 3-213 — official text (accessed October 1, 2026).

(a) A successor which acquires the stock of an objecting stockholder is entitled to any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under § 3-202 of this subtitle. (b) After acquiring the stock of an objecting stockholder, a successor in a transfer of assets may exercise all the rights of an owner of the stock. (c) Unless the articles provide otherwise, stock in the successor of a consolidation, merger, or share exchange otherwise deliverable in exchange for the stock of an objecting stockholder has the status of authorized but unissued stock of the successor. However, a proceeding for reduction of the capital of the successor is not necessary to retire the stock or to reduce the capital of the successor represented by the stock.

• Md. Code Ann., Corps. & Ass'ns § 2-505 — official text (accessed October 1, 2026).

(a) Except as provided in subsection (b) of this section, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a unanimous consent which sets forth the action is: (1) Provided in writing or by electronic transmission by each stockholder entitled to vote on the matter; and (2) Filed in paper or electronic form with the records of stockholders meetings. (b) (1) Unless the charter requires otherwise, the holders of any class or series of stock, other than shares of common stock entitled to vote generally in the election of directors, may take action or consent to any action by providing a consent in writing or by electronic transmission of the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting at which all stockholders entitled to vote on the action were present and voted if the corporation gives notice of the action to each holder of the class or series of stock not later than 10 days after the effective time of the action. (2) If authorized by the charter of a corporation, the holders of shares of common stock entitled to vote generally in the election of directors may take action or consent to any action by providing a consent in writing or by electronic transmission of the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting at which all stockholders entitled to vote on the action were present and voted if the corporation gives notice of the action not later than 10 days after the effective date of the action to each holder of shares of the class or series of common stock and to each stockholder who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. (c) Any consent authorized by this section shall be provided to the corporation by delivery to its principal office in the State, its resident agent, or the officer or agent of the corporation that maintains, or causes to be maintained on behalf of the corporation, the records in which proceedings of minutes of stockholders meetings are recorded. (d) A stockholder may provide the consent authorized by this section: (1) By electronic transmission; or (2) In paper form, by hand, or by certified or registered mail, return receipt requested. (e) The board of directors may adopt reasonable procedures for providing consents instead of holding a meeting under this section. (f) (1) A consent under this section is not effective unless consents authorized by a sufficient number of stockholders to take action are provided to the corporation in writing or by electronic transmission within 60 days after the date of the earliest consent in accordance with procedures adopted under subsection (e) of this section. (2) (i) A person, whether or not then a stockholder, may assent to an action by a consent that will be effective at a future time that is no later than 60 days after the consent is provided to the corporation or its agent. (ii) The effective time of a consent under this paragraph may include a time determined on the happening of an event that occurs no later than 60 days after the consent is provided to the corporation or its agent. (iii) A consent under this paragraph shall be deemed to have been given at the effective time if the person: 1. Is a stockholder at the effective time; and 2. Did not revoke the consent before the effective time. (3) Unless otherwise provided in the consent, a consent under this subsection is revocable before the effective time. (g) Any charter documents filed with the Department in accordance with an action taken under this section may provide that the action was approved by the stockholders in the manner provided by this section.

• Md. Code Ann., Corps. & Ass'ns § 3-106 — official text (accessed October 1, 2026).

(a) Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a 90 percent or more owned subsidiary corporation with or into its parent corporation may be effected as provided in this section if: (1) The charter of the successor is not amended in the merger other than to change its name, the name or other designation or the par value of any class or series of its stock, or the aggregate par value of its stock; and (2) The contract rights of any stock of the successor issued in the merger in exchange for stock of the other corporation participating in the merger are identical to the contract rights of the stock for which the stock of the successor was exchanged. (b) For the purposes of this section, a subsidiary is considered to be 90 percent or more owned if the parent corporation owns shares entitled to cast 90 percent or more of all the votes entitled to be cast of each group or class of shares entitled to vote as a group or class on the merger. (c) (1) The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution which approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. The approval shall be by a majority vote of the entire board of directors. A meeting of the stockholders is not necessary. (2) If a foreign corporation is a party to the articles, the transaction shall be advised, authorized, and approved by the corporation in the manner and by the vote required by its charter and the laws of the place where it is organized. (d) (1) Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department a parent corporation which owns less than all of the outstanding stock of the subsidiary as of immediately before the effective time of the merger must have given notice of the transaction to each of the subsidiary’s stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date of giving of the notice or on a record date fixed for that purpose which is not more than 10 days before the date of giving notice. (2) A minority stockholder of the subsidiary has the right to demand and receive payment of the fair value of the minority stockholder’s stock as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.

• Md. Code Ann., Corps. & Ass'ns § 3-106.1 — official text (accessed October 1, 2026).

(a) (1) In this section the following words have the meanings indicated. (2) “Acquiring entity” means the Maryland corporation or other entity, as defined in § 3–901 of this title, consummating a tender or exchange offer under this section. (3) “Consummate” means to irrevocably accept, for purchase or exchange, stock tendered in accordance with a tender or exchange offer. (4) “Depository” means an agent appointed to consummate an offer described in this section. (5) “Received” means: (i) For certificated shares, physical receipt of a stock certificate and transfer of the stock certificate into the depository’s account; and (ii) For uncertificated shares, receipt by the depository of confirmation of the transfer of the shares into the depository’s account. (6) “Stockholder” includes a shareholder of a real estate investment trust. (7) (i) “Subject corporation” means the Maryland corporation that is the subject of a tender or exchange offer under this section. (ii) “Subject corporation” includes a Maryland real estate investment trust as defined in Title 8 of this article. (b) This section applies only to an agreement to merge that provides for the consummation of the merger on or after October 1, 2014. (c) (1) Notwithstanding § 3–105 of this subtitle, unless the charter of a corporation or declaration of trust of a real estate investment trust provides otherwise, a merger of a subject corporation with or into an acquiring entity is effected under this section if: (i) The shares of the subject corporation are registered under the Securities Exchange Act of 1934 immediately prior to the execution of the agreement to merge by the subject corporation; (ii) The agreement to merge expressly allows or requires the merger to be effected under this section and provides that the merger shall be effected following the consummation of the offer described in item (iii) of this paragraph; (iii) Subject to paragraph (2) of this subsection, an acquiring entity consummates a tender or exchange offer for any and all of the outstanding shares of the subject corporation that would, except for the application of this section, entitle the holder of the outstanding shares to vote on the merger on the terms provided in the agreement to merge; (iv) Following the consummation of the offer, the stock irrevocably accepted for purchase or exchange in accordance with the offer and received by the depository before the expiration of the offer, together with the stock otherwise owned by the acquiring entity, a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, and a direct or indirect wholly owned subsidiary of the acquiring entity or a person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity, equals at least that percentage of the shares, and of each class or series of the shares, of the subject corporation that would, except for the application of this section, be required to approve the merger under this article and the charter of the subject corporation; (v) The acquiring entity merges with or into the subject corporation; and (vi) Each outstanding share of each class or series of shares of the subject corporation that is the subject of and not irrevocably accepted for purchase or exchange in the offer is converted in the merger into, or into the right to receive, the same amount and kind of cash, property, rights, or securities paid for shares of the class or series of shares of the subject corporation irrevocably accepted for purchase or exchange in the offer. (2) A tender or an exchange offer under paragraph (1)(iii) of this subsection may exclude stock of the subject corporation that is owned at the commencement of the offer by: (i) The acquiring entity; (ii) A person that owns, directly or indirectly, all of the outstanding equity interest in the acquiring entity; or (iii) A direct or indirect wholly owned subsidiary of a person described in item (i) or (ii) of this paragraph. (d) (1) (i) The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution that approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. (ii) The approval shall be by a majority vote of the entire board of directors. (iii) A meeting of the stockholders is not necessary. (2) If an other entity, as defined in § 3–901 of this title, is a party to the merger, the transaction shall be advised, authorized, and approved by the other entity in the manner and by the vote required by its governing documents and the laws of the place where the other entity is organized. (e) (1) Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department an acquiring entity that owns less than all of the outstanding shares of the subject corporation as of immediately before the effective time of the merger must have given notice of the transaction to each of the subject corporation’s stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date that notice is given or on a record date fixed for that purpose that is not more than 10 days before the date that notice is given. (2) A minority stockholder of the subject corporation has the right to demand and receive payment of the fair value of the minority stockholder’s shares as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.

• Md. Code Ann., Corps. & Ass'ns § 3-901 — official text (accessed October 1, 2026).

(a) In this subtitle, “other entity” means: (1) A foreign corporation, as defined in § 1–101 of this article; (2) A domestic limited liability company, as defined in § 4A–101 of this article; (3) A foreign limited liability company, as defined in § 4A–101 of this article; (4) A partnership, as defined in § 9A–101 of this article; (5) A limited partnership, as defined in § 10–101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10–805 of this article; (6) A foreign limited partnership, as defined in § 10–101 of this article; (7) A business trust, as defined in § 1–101 of this article; or (8) Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country. (b) Unless the charter provides otherwise, a Maryland corporation may convert to an other entity by: (1) Approving the conversion in accordance with § 3–902 of this subtitle; and (2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article. (c) An other entity may convert to a Maryland corporation having capital stock by complying with § 3–902 of this subtitle and filing for record with the Department: (1) Articles of conversion executed in the manner required by Title 1 of this article; and (2) Articles of incorporation, which shall include the name of the converting other entity, executed in the manner required by Title 2 of this article and otherwise complying with the Maryland General Corporation Law.

• Md. Code Ann., Corps. & Ass'ns § 1-101(bb), (dd) — official text (accessed October 1, 2026).

(bb) “Stockholder” means a person who is a record holder of shares of stock in a corporation and includes a member of a corporation organized without stock.

(dd) “Successor” means: (1) A new corporation formed by consolidation; (2) A corporation or other entity surviving a merger; (3) A corporation acquiring stock in a share exchange; or (4) A vendee, lessee, or other transferee in a transfer of assets.

• Md. Code Ann., Corps. & Ass'ns § 1-201(b); 2026 Md. Laws ch. 313 § 1 — official text (accessed October 1, 2026).

(b)(1) IF THE DEPARTMENT DOES NOT ACCEPT A CHARTER DOCUMENT FOR RECORD, THE DEPARTMENT SHALL NOTIFY THE PERSON WHO FILED THE DOCUMENT OF THE REJECTION AND THE REASON FOR THE REJECTION. (2) IF A CORRECTED CHARTER DOCUMENT IS REFILED AND ACCEPTED BY THE DEPARTMENT FOR RECORD WITHIN 30 DAYS AFTER THE DEPARTMENT’S MAILING OF THE NOTICE OF THE REJECTION, THE DEPARTMENT SHALL ACCEPT FOR RECORD THE CORRECTED CHARTER DOCUMENT AS OF THE DATE THE REJECTED CHARTER DOCUMENT WAS ORIGINALLY FILED.

• 2026 Md. Laws ch. 313 § 2 (effective date) — official text (accessed October 1, 2026).

SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect October 1, 2026.