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The Annotated Code of the Public General Laws of Maryland, 1939
Volume 379, Page 771   View pdf image (33K)
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CORPORATIONS 771

As to turnpike, road and passenger railway companies, see sec. 312, et seq.

As to water companies, see sec. 327, et seq.

As to insurance and insurance companies, etc., see art. 48A.

As to co-operative associations, see sec. 430, et seq.

See notes to sec. 403.

An. Code, 1924, sec. 4. 1912, sec. 3. 1904, secs. 14 and 50. 1888, secs. 14 and 42. 1868,

ch. 471, secs. 14 and 37. 1876, ch. 349. 1890, ch. 339. 1892, ch. 39. 1894, ch. 557.

1908, ch. 240, sec. 3. 1916, ch. 596, sec. 3.

3. The incorporators, being any three or more adult persons shall sign
and at least three of them shall acknowledge a certificate of incorporation
in which shall be stated:

(a) That the subscribers thereto (giving their names and postoffice ad-
dresses) associate themselves with the intention of forming a corporation;

(b) The name of the proposed corporation, which shall always be such
as to indicate that it is a corporation as distinguished from a natural per-
son or a partnership. This provision shall be deemed to be complied with
if the name of the corporation begin with the word "The" and end with
the word "Company," or if the name contain the word "Corporation" or
the word "Incorporated";

(e) The purpose or purposes for which the corporation is formed and
the business or objects to be carried on and promoted by it.

(d) The postoffice address of the place at which the principal office of
the corporation in this State will be located and the name or names and
postoffice address or addresses of the corporation's resident agent or agents,
(giving in each case the county and city, town or place and street and num-
ber, if number there be).

(e) The total amount of capital stock, if any, of the proposed corpora-
tion, and the number and par value of the shares; and the restrictions, if
any, imposed upon the transfer of the shares. If the capital stock is to be
classified under the power hereinafter granted, the certificate of incorpora-
tion shall also set forth a description of each class, with the preferences,
voting powers, restrictions and qualifications of each class and the number
and par value of the shares of each class.

(f) The number of trustees, directors or managers, which shall not be
less than three; and the names of those who shall act as such until the first
annual meeting or until their successors are duly chosen and qualified.

(g) Any provisions which may be desired, for the purpose of defining,
limiting and regulating the powers of the corporation, and of the directors
and stockholders or any class of the stockholders; provided, such provisions
are not contrary to the law of this State or inconsistent with any of the
terms and limitations of this article. Any provision which is hereinafter
in this article authorized to be made in the by-laws, may, if desired, be
made in the certificate of incorporation.

Certificates of incorporation.

A certificate of incorporation (under art. 26, sec. 49, of the Code of 1860), held
not to be fatally defective, because the capital stock was stated to be $150,000, con-
sisting of 500 shares of $100 each. The certificate need only be acknowledged by the
required incorporators. Certificate held to be in substantial compliance with the Code.
Hughes v. Antietam Mfg. Co., 34 Md. 316.

Under the act of 1852, ch. 231, authorizing the formation of corporations by "seven
or more free white persons, citizens of the United States and a majority citizens of
this state," a charter is not invalid because it fails to state that the incorporators were
"free white persons," etc. The act of 1852, ch. 231, was not intended to apply to re-
ligious corporations. Baltzell v. Church Home, 110 Md. 260.

A certificate of incorporation held to have been duly executed, acknowledged and
certified as required by the act of 1868, ch. 471. United German Bank v. Katz, 57
Md. 135.


 

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The Annotated Code of the Public General Laws of Maryland, 1939
Volume 379, Page 771   View pdf image (33K)
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