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Can I ensure that my company is compliant with expanding privacy protections in Maryland? What are the requirements?

Requirements for Ensuring Compliance with Expanding Privacy Protections in Maryland

If you are looking to ensure that your company is compliant with expanding privacy protections in Maryland, there are several requirements that you need to consider.

Maryland General Corporation Law

Under the Maryland General Corporation Law, a Maryland corporation that proposes to convert to another entity shall adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution. The board of directors of the corporation shall direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders. 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 each of its stockholders entitled to vote on the proposed transaction and each of its stockholders not entitled to vote on the proposed transaction [1.1].

Conversion of Other Entity to Maryland Corporation

In a conversion of an other entity to a Maryland corporation, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into stock of the Maryland corporation or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other corporation or other entity, whether or not party to the conversion, other tangible or intangible property, money, and any other consideration [1.3].

The conversion of an other entity to a Maryland corporation shall be completed on the later of the incorporation of the Maryland corporation in accordance with Title 2 of this article or the effectiveness of articles of conversion filed for record with the Department [1.4].

Dissolution or Forfeiture of Charter of Nonstock Corporation

If a Maryland nonstock corporation dissolves or its charter is forfeited, every liability and obligation of the corporation shall be paid and discharged or adequate provision for payment and discharge shall be made. Assets held by the corporation subject to legally valid requirements for their return, transfer, or conveyance on dissolution or forfeiture shall be disposed of in accordance with these requirements. Assets held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held subject to legally valid requirements for their return, transfer, or conveyance by reason of dissolution or forfeiture, shall be transferred or conveyed under a plan of distribution, adopted in the manner and by the vote required for authorization of dissolution of the corporation, to one or more Maryland or foreign corporations or associations having a similar or analogous character or purpose, or associated or connected with the corporation. Other assets shall be distributed as provided in the charter or the bylaws to the extent that the charter or bylaws determine the distributive rights of members or any class or classes of members, or provide for distribution to others. Any remaining assets may be distributed to any person, society, organization, or Maryland or foreign corporation specified in a plan of distribution, adopted in the manner and by the vote required for authorization of dissolution of the corporation [2.2].

Benefit Corporations

The provisions of the Maryland General Corporation Law apply to benefit corporations except to the extent that the context of a provision clearly requires otherwise or a specific provision of this subtitle or another provision of law governing specific classes of corporations provides otherwise. A provision of the charter or bylaws of a benefit corporation may not be inconsistent with any provision of this subtitle [3.1].

Consolidation, Merger, Transfer of Assets, or Conversion of Nonstock Corporation

A nonstock corporation may consolidate or merge only with another nonstock corporation. A Maryland nonstock corporation may convert only into a foreign corporation that does not have the authority to issue stock. A foreign corporation that does not have the authority to issue stock may convert into a Maryland nonstock corporation and may not convert into a Maryland corporation that has the authority to issue stock. A consolidation, merger, transfer of assets, or conversion of a nonstock corporation shall be effected as provided in Title 3 of this article [2.3].

Abandonment of Proposed Conversion

Unless the charter of the Maryland corporation or articles of conversion provide otherwise, a proposed conversion of a Maryland corporation to another entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of directors of the Maryland corporation. If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department. Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a Maryland corporation in connection with the proposed conversion [1.5].

Therefore, to ensure compliance with expanding privacy protections in Maryland, you need to consider the requirements under the Maryland General Corporation Law, conversion of other entity to Maryland corporation, dissolution or forfeiture of charter of nonstock corporation, benefit corporations, consolidation, merger, transfer of assets, or conversion of nonstock corporation, and abandonment of proposed conversion.

Source(s):
Jurisdiction

Maryland