Md. Code, Corporations and Associations § 2-113
This is the official text of Md. Code, Corporations and Associations § 2-113, part of Maryland’s Code, Corporations and Associations — governs the formation and operation of corporations, LLCs, and partnerships.
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§2–113.
Official statutory text
(a) The charter or bylaws of a corporation with capital stock may not impose liability on a stockholder who is a party to an internal corporate claim for the attorney’s fees or expenses of the corporation or any other party in connection with an internal corporate claim.
(b) (1) Except as provided in paragraph (2) of this subsection, the charter or bylaws of a corporation may require, consistent with applicable jurisdictional requirements, that any internal corporate claim be brought only in:
(i) Specified circuit courts of the State or a federal court sitting in the State; or
(ii) 1. Courts sitting in one or more specified jurisdictions outside the State; and
2. Specified circuit courts of the State or a federal court sitting in the State.
(2) (i) This paragraph does not apply to a provision contained in the charter or bylaws of a corporation on October 1, 2017, unless and until the provision is altered or repealed by an amendment to the charter or bylaws of the corporation, as applicable.
(ii) The charter or bylaws of a corporation may not prohibit bringing an internal corporate claim in the courts of this State or a federal court sitting in this State.
(b) (1) Except as provided in paragraph (2) of this subsection, the charter or bylaws of a corporation may require, consistent with applicable jurisdictional requirements, that any internal corporate claim be brought only in:
(i) Specified circuit courts of the State or a federal court sitting in the State; or
(ii) 1. Courts sitting in one or more specified jurisdictions outside the State; and
2. Specified circuit courts of the State or a federal court sitting in the State.
(2) (i) This paragraph does not apply to a provision contained in the charter or bylaws of a corporation on October 1, 2017, unless and until the provision is altered or repealed by an amendment to the charter or bylaws of the corporation, as applicable.
(ii) The charter or bylaws of a corporation may not prohibit bringing an internal corporate claim in the courts of this State or a federal court sitting in this State.
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