MARVIN MANDEL, Governor

1519

without substantive change from Art. 23, §3.

Subsection (a) of this section has been
drafted more broadly than present §3 to
improve its accuracy. Sec. 3 seems to imply
that the banks and municipal corporations are
the only types of corporations which may not
be formed under this subtitle. Actually,
however, other types of entities as well, such
as credit unions, must form under other
provisions of law. Therefore, as regards
these entities the section is cast in a
coordinative, rather than exclusionary form.

Additionally, several particular categories of
corporations can be formed only by adhering to
special statutory provisions. These include
cooperatives, foundations, nonstock
corporations, close corporations, and
professional service corporations,

There is no intention to change the present
law,

Art, 23, §317, which deals with formation of
telegraph companies, is proposed for repeal
because it duplicates this section.

2-102. FORMATION—GENERALLY.

(A)   WHO MAY FORM.

IN ORDER TO FORM A CORPORATION, ONE OR MORE ADULT
INDIVIDUALS ACTING AS INCORPORATORS SHALL:

(1)     SIGN AND ACKNOWLEDGE ARTICLES OF
INCORPORATION; AND

(2)   FILE THEM FOR RECORD WITH THE DEPARTMENT.

(B)   CORPORATE STATUS,

(1)   WHEN THE DEPARTMENT ACCEPTS ARTICLES OF
INCORPORATION FOR RECORD, THE PROPOSED CORPORATION
BECOMES A BODY CORPORATE UNDER THE NAME AND SUBJECT TO
THE PURPOSES, CONDITIONS, AND PROVISIONS STATED IN THE
ARTICLES.

(2)   EXCEPT IN A PROCEEDING BY THE STATE FOR
FORFEITURE OF A CORPORATION'S CHARTER, ACCEPTANCE OF THE
ARTICLES FOR RECORD BY THE DEPARTMENT IS CONCLUSIVE
EVIDENCE OF THE FORMATION OF THE CORPORATION.

REVISOR'S NOTE: Subsection (a) of this section is