All Roll Calls
Yes: 178 • No: 0
MarylandHB 09962026 Regular SessionHouseWALLET
Corporations and Associations - Revisions
Sponsored By: Marlon Amprey (Democratic)
Signed by Governor
Corporations and AssociationsAssessments and Taxation, Department ofAssociations -see also- Cooperative AssociationsCommerce and Business -see also- ElectrComm; ForeignTr; etc.Corporations -see also- Municipal Corps; Public Corps & InstElectronic DocumentsElectronic GovernmentNoticesPartnershipsPenalties and Sentences -see also- Death PenaltyPostal Service
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Bill Overview
Analyzed Economic Effects
7 provisions identified: 2 benefits, 1 costs, 4 mixed.
Partnership agreements must keep core duties
Beginning October 1, 2026, partnership agreements govern partner relations and amendments, but they cannot remove core duties. Loyalty, care, and good faith stay in place. Agreements also cannot unreasonably limit access to books or alter court expulsion, winding‑up, or certain dissociation rights. Partners may authorize a specific act after full disclosure, as the agreement allows.
Mutual fund boards can act faster
Beginning October 1, 2026, open‑end investment companies can take board or committee actions without a meeting by majority written or electronic consent. The consent must be filed with the minutes and notice sent to all directors within three days. A director who did not consent can send a dissent within 10 days by certified mail or electronic transmission.
Penalty and suit bar for unregistered companies
Beginning October 1, 2026, a foreign corporation that does business in Maryland without registering owes a $200 penalty. The penalty may be reduced or abated under state tax law. The company cannot maintain a suit in Maryland unless it pays the penalty and either registers (or a successor registers) or stops doing business in the State.
Bankruptcy orders speed corporate actions
Beginning October 1, 2026, when a final federal bankruptcy order binds stockholders, the board, trustee, or receiver can amend charters or bylaws, transfer assets, dissolve, or take needed steps without stockholder votes. A trustee or receiver may act without board approval if the court order allows it. When the case closes and the trustee or receiver is discharged, this special authority ends, but actions already taken stay valid. Required charter filings must state the court, case caption and number, and that the action was approved; a trustee or receiver may sign without extra acknowledgments.
Business filings: e-file, pay first, 30-day fix
Beginning October 1, 2026, the Department accepts corporate filings only after all required fees are paid. It accepts filings by electronic transmission and offers optional preclearance after you pay the regular and any expedited fees. If the Department rejects a charter document, it must tell you why. Fix and refile within 30 days to keep the original filing date.
Limited partnership voting and amendment rules
Beginning October 1, 2026, limited partnerships can create classes of limited partners, grant voting rights, and set notice, consent, and proxy rules. The partnership is bound by its agreement, and new partners are treated as assenting. Founders can sign a pre‑formation agreement that becomes the partnership agreement at formation. Unless the agreement says otherwise, all partners must approve amendments, and any required third‑party approvals or conditions must be met or the amendment is ineffective.
New board consent and voting rules
Beginning October 1, 2026, a director can give consent now for an action that takes effect within 60 days, and may revoke it before it takes effect. A charter may give some directors more or fewer votes. In that case, board majorities are counted by votes, not by headcount.
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Sponsors & Cosponsors
Sponsor
Marlon Amprey
Democratic • House
Cosponsors
There are no cosponsors for this bill.
Roll Call Votes
Senate vote • 4/13/2026
Third Reading Passed
Yes: 45 • No: 0
House vote • 3/12/2026
Third Reading Passed
Yes: 133 • No: 0 • Other: 5
Actions Timeline
Approved by the Governor - Chapter 313
4/28/2026Returned Passed
4/13/2026HouseThird Reading Passed (45-0)
4/13/2026SenateFavorable Adopted Second Reading Passed
4/8/2026SenateFavorable Report by Judicial Proceedings
4/8/2026SenateReferred Judicial Proceedings
3/13/2026SenateThird Reading Passed (133-0)
3/12/2026HouseFavorable Adopted Second Reading Passed
3/11/2026HouseFavorable Report by Economic Matters
3/10/2026HouseHearing 3/03 at 1:00 p.m.
2/9/2026HouseFirst Reading Economic Matters
2/6/2026House
Bill Text
Third Reading
3/11/2026
First Reading
2/6/2026
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