Certificate of notice

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    (a)    A corporation may file a certificate of notice for record with the Department.

    (b)    A certificate of notice may describe:

        (1)    An action by the corporation, its board of directors, or its stockholders;

        (2)    The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;

        (3)    The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or

        (4)    Any other information that the corporation determines should be disclosed.

    (c)    A certificate of notice may not:

        (1)    Amend, supplement, or correct the charter of the corporation in any manner; or

        (2)    Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.

    (d)    A certificate of notice is not a part of the charter of a corporation.

    (e)    A director of a corporation is not required to authorize or direct the filing of a certificate of notice.

    (f)    A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.

    (g)    A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.


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