SPIRO T. AGNEW, Governor                      1335

The fee so paid by the plaintiff to the [Commission] Department
at the time of service of process in accordance with the provisions of
this section shall be taxed in the costs of the proceeding.

98. Duties of Department.

When service of process upon any corporation of this State or
upon any foreign corporation is made by leaving copies of the process
in the office of the [Commission] Department as provided in this
subtitle:

(a)    It shall be the duty of the [Commission] Department
forthwith to record the day and hour of such service and to forward
by registered mail one copy of the process with a notice of such
service, addressed to such corporation at its mailing address, if it has
a mailing address on file with the [Commission] Department, or,
if it has not a mailing address on file with the [Commission]
Department, addressed to it at its principal office, if it has a principal
office, or, if it has neither a mailing address on file with the [Com-
mission] Department nor a principal office, addressed to it in care of
the Secretary of State or the corresponding official of the State or
place under the statute or common law of which it was formed or is
existing, if known to the [Commission] Department; and

(b)    The court in which or the justice of the peace before whom
the matter is pending may order such continuances as may be neces-
sary to afford the corporation a reasonable opportunity to defend the
action.

Sec. 14. And be it further enacted, That new Sections 100 through
111, inclusive, be and the same are hereby added to Article 23 of
the Annotated Code of Maryland (1957 Edition), title "Corpora-
tions," subheading "I. Stock Corporations," as a new subtitle
"Close Corporations," to follow immediately after Section 99 thereof
and to read as follows:

Close Corporations
100. Close Corporation Defined.

(a)    A corporation shall be a "close corporation" for purposes
of this Article so long as its charter shall contain a statement that
the corporation is a close corporation authorized by this section,
which statement was (i) contained in the articles of incorporation
as originally filed with the Department, (it) included in the charter
by an amendment authorized by Section 11 (a) of this Article, if
at the time of the adoption of such amendment no stock of the
corporation was either outstanding or subscribed for, or (iii) in-
cluded in the charter by an amendment authorized by affirmative
vote of all holders of and subscribers for stock of the corporation.

(b)    The charter of a close corporation may be amended to re-
move the statement of election to be a close corporation only by
affirmative vote of all holders of and subscribers for stock of the
corporation.

(c)    Clear reference to the fact that the corporation is a close
corporation shall appear (I) PROMINENTLY AT THE HEAD OF
THE CHARTER DOCUMENT IN WHICH THE ELECTION TO
BE A CLOSE CORPORATION IS MADE AND IN EACH CHAR-