Maryland – House Bill Amends General Corporation Law

Maryland – House Bill Amends General Corporation Law

September 25, 2017

House Bill 744 (Chapter 674) signed by the governor May 25 and effective October 1 amends the General Corporation Law to, among other things, establish jurisdiction rules for adjudicating internal corporate claims; prohibits a Maryland corporation with capital stock or a real estate investment trust (REIT) from imposing liability on a stockholder who is a party to an internal corporate claim for attorneys fees or other expenses; provides that a director of a corporation or trustee of a REIT is deemed to have consented to appointment of the resident agent for the corporation or REIT, or the SDAT if there is no resident agent, as agent for service of process for specified civil actions; provides for any two officers to sign articles of revival; and limits conversion of a nonstock corporation to a foreign corporation that does not have the authority to issue stock. The cross filed bill is Senate Bill 481.