1514

LAWS OF MARYLAND

[Ch. 311

Reference to Rule 106 has been substituted for
the reference to §6—307 of the Courts Article.
This is done since Rule 106 covers service of
process on a corporation while §6—307 of the
Courts Article only prescribes the actions to
be taken by the Department when process is
served on it. The original reference in Art.
23, §127C was to Art. 75, §75B, but its
provisions, except those contained in §6—307
of Courts, were repealed by Ch. 2, Acts of
1973, first Special Session.

The only other changes are in style.

1-402.        FINANCIAL ACCOUNTS OF MARYLAND CORPORATION

PRESUMED PROPER.

A DETERMINATION REQUIRED OR PERMITTED TO BE MADE
UNDER ANY PROVISION OF THIS ARTICLE RELATING TO STATED
CAPITAL, SURPLUS, CAPITAL SURPLUS, EARNED SURPLUS, OR ANY
OTHER ACCOUNT OR MATTER RELATING TO THE FINANCIAL
POSITION OR RESULTS OF OPERATIONS OF A MARYLAND
CORPORATION IS PRIMA FACIE PROPER AND IN ACCORDANCE WITH
THIS ARTICLE IF:

(1)       SPECIFIC PROVISIONS OF THIS ARTICLE DO
NOT REQUIRE OTHERWISE; AND

(2)         IT IS MADE IN GOOD FAITH IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRACTICES AND
PRINCIPLES.

REVISOR'S NOTE: This section presently appears as
Art. 23, §49 (c).

The only changes are in style.

1-403. DEFENSE OF ULTRA VIRES.

(A)   GENERAL RULE.

UNLESS A LACK OF POWER OR CAPACITY IS ASSERTED IN A
PROCEEDING DESCRIBED IN THIS SECTION, AN ACT OF A
CORPORATION OR A TRANSFER OF REAL OR PERSONAL PROPERTY BY
OR TO THE CORPORATION IS NOT INVALID OR UNENFORCEABLE
SOLELY BECAUSE THE CORPORATION LACKED THE POWER OR
CAPACITY TO TAKE THE ACTION.

(B)   INJUNCTION BY STOCKHOLDER.

(1) LACK OF CORPORATE POWER OR CAPACITY MAY
BE ASSERTED BY A STOCKHOLDER IN A PROCEEDING TO ENJOIN
THE CORPORATION FROM DOING AN ACT OR FROM TRANSFERRING OR
ACQUIRING REAL OR PERSONAL PROPERTY.