CORPORATIONS. 107

assets of the corporation upon dissolution, the amount of such preference
shall be stated in the charter. In any case in which the par value of the
shares of stock of a corporation is required to be stated in a certificate of
incorporation, articles of amendment, agreement of consolidation or any
other paper, it shall be stated, in respect of shares without par value, that
such shares are without par value, and when the amount of such stock
authorized, issued or outstanding is required to be stated, the number of
shares thereof authorized, issued or outstanding, as the case may be, shall
be stated, and it shall also be stated that such shares are without value.

(2) For the purpose of any rule of law or of any statutory provision
(except as in this section otherwise provided) relating to the amount of
such stock issued, the amount of such stock issued shall be taken to be the
amount of money, or the actual value of the consideration (fixed by the
board of directors or by the charter in the manner provided by law as the
case may be) for which such stock shall have been issued. In any case,
however, in which stock having a par value shall have been issued with
stock without par value for a particular consideration, in determining the
amount of the stock without par value issued therefor, the par value of
such stock having a par value shall first be deducted from the amount of
money or actual value of the consideration determined as aforesaid, and
the excess thereof, if any, shall be taken to be the amount of stock without
par value so issued.

(3) Whenever such stock shall have been issued for a consideration of
which or of the value of which a part only shall have been contributed as
capital, the amount of such stock issued shall include only that part of the
amount or value of such consideration so contributed as capital. The
amount of such stock issued may be increased from time to time by the
capitalization of surplus or net profits without the issuance of additional
shares. This paragraph (3) shall not be construed as implying that in
the absence of this paragraph the provisions of this or any other section of
this article could properly be otherwise construed.

(4) The number of shares of such stock may be increased or decreased
in the manner and subject to the conditions provided in Sections 28 to
32, inclusive, of this article. The amount of such stock issued may also
be reduced in the manner and subject to the conditions provided in said
sections for the reduction of the par value of shares of stock.

(5) All other provisions of law relating to stock having a par value,
so far as the same may be legally, necessarily or practicably applicable,
shall apply to and govern stock without par value.

Corporation may amend its charter so as to substitute non-par stock for par
stock. See notes to sec. 392. The conversion of surplus into increased capital
must be accomplished in compliance with statutory method. Pub. Serv. Commn.
v. Consul. Gas Co.. 148 Md. 96 (decided prior to act 1927, ch. 581).
See footnote to sec. 10.

An. Code, 1924, sec. 40. 1920, ch. 545, sec. 34B. 1927, ch. 581, see. 40.
40. The charter may provide that shares of stock of any class shall be
convertible into shares of stock of any other class upon such terms and