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92 CORPORATIONS. [ART. XXIII
1804, art. 23, sec. 86. 1888, art. 23, sec. 78. 1868, ch. 471, sec. 73.
1908, ch. 240, sec. 27. 1916, ch. 596, sec. 27.
27. If a reduction of the authorized but unissued capital stock of
any corporation shall have been duly authorized as in Section 24 pro-
vided, the articles of amendment shall also set forth: (a) the amount
of capital stock theretofore authorized and the number and par value
of the shares and, if more than one class, the amounts of each class and
the number and par value of the shares of each class; (b) the amount
of capital stock issued and, if more than one class, the amounts of each
class; (e) the amount of the reduction of authorized but unissued stock,
specifying in which class or classes, if more than one class, the reduc-
tion is to be effected and the amount of the reduction of each class; and
(d) the number and par value of the shares of each class as reduced.
In the absence of express authority, a corporation in this state has no
power to purchase its own shares, and the amount of the capital stock of
a corporation cannot be diminished save as provided in this article. Pen-
insula Trust Co. v. Johnson, 128 Md. 539.
See notes to this section in volume 1 of the Annotated Code.
1904, art. 23, sec. 87. 1888, art. 23, sec. 79. 1870. ch. 310. 1908, ch. 240, sec.28
1916, ch. 596, sec. 28.
28. When by a reduction of the number and/or par value of the
shares of stock of a corporation, the amount of stock issued is thereby
reduced, the stock representing the difference between the amount there-
tofore issued and the amount of the stock issued as thereby reduced,
shall be treated as authorized but unissued stock of the corporation and
until the classification or classifications thereof be changed shall retain
the classification or classifications obtaining before the reduction. No
reduction of the amount of the capital stock outstanding shall release
the liability to the corporation, or its receiver, trustee or other person
winding up its affairs, of any stockholder, whose shares have not been
fully paid, for the payment of its liabilities existing at the time of such
reduction. If any payments be made to the stockholders representing
any or all of such reduction, such stockholders shall be and remain
liable to the corporation, or its receiver, trustee or other person winding
up its affairs, to the extent of such payments made to them for the pay-
ment of its liabilities existing at the times of such payments. If a
change in the number and/or par value of the shares of capital stock
of any corporation, by which the amount of stock issued is reduced,
shall have been duly authorized, as in Section 24 provided, the articles
of amendment shall also set forth: (a) the amount of each class of
stock theretofore authorized and the number and par value of the shares
of each class; (b) the number and/or par value of the shares of each
class of stock as changed by the amendment; (c) the amount of such
reduction, specifying the amounts of the reductions of each class, if
more than one class is reduced; and (d) the reclassifications, if any,
of the stock representing the difference, if any. between the amount of
stock theretofore issued and the amount of the issued stock as reduced.
See notes to section 27.
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