Maryland § 3-902
Full text of Maryland Maryland Code § 3-902, with citation guidance and answers to common questions.
§ 3-902.
(a) A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation’s charter.
(b) A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.
(c) The board of directors of a Maryland corporation that proposes to convert to an other entity shall:
(1) Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and
(2) Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.
(d) Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:
(1) Each of its stockholders entitled to vote on the proposed transaction; and
(2) Each of its stockholders not entitled to vote on the proposed transaction.
(e) The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.
(f) A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.
Frequently Asked Questions About Maryland § 3-902
What does Maryland Code § 3-902 cover?
Section 3-902 is part of the Maryland Code, the codified statutory law of Maryland. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Maryland § 3-902?
A common citation format is "Maryland Code § 3-902" (Maryland). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Maryland law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Maryland official source linked on this page or consult a licensed Maryland attorney.
How does Maryland § 3-902 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Maryland can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Maryland.