§ 2-310
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/md/corporations-and-associations/2-310·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§2–310.
(1)Subject to the provisions of its charter and § 2–311 of this subtitle, if authorized by its board of directors, a corporation may acquire the corporation’s own shares.
(2)Shares acquired under paragraph
(1)of this subsection constitute authorized but unissued shares.
(3)Shares of a corporation’s own stock acquired by the corporation between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.
(i)Except as provided in subparagraph
(ii)of this paragraph, and unless the charter provides otherwise, stock shall cease to be outstanding on the date of redemption or repurchase if a corporation has:
1. Given a notice of redemption of stock or repurchase of stock pursuant to a right of redemption set forth in the charter or a duly adopted repurchase plan binding on the stockholder; and
2. Paid or set aside sufficient funds for the benefit of the holder of the stock called for redemption or repurchase.
(ii)This paragraph does not affect the right of a stockholder to receive payment of the redemption or repurchase price.
(b)If the charter prohibits the issuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon the filing with the Department of articles supplementary which shall set forth:
(1)The name of the corporation;
(2)The number of outstanding shares of stock of the corporation that have been acquired by the corporation and that by their terms may not be reissued, and the class and series of the shares;
(3)The number of authorized shares of the corporation remaining after the acquisition of outstanding shares, itemized by class and series; and
(4)The fact that no amendment to the charter is effected by the articles supplementary, their sole purpose being to record the reduction of authorized shares resulting from the acquisition of shares that by the terms of the existing charter may not be reissued.