MarylandSB 06312026 Regular SessionSenate

Corporations and Associations - Revisions

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Bill Overview

Analyzed Economic Effects

6 provisions identified: 1 benefits, 0 costs, 5 mixed.

Investment company boards can skip meetings

Beginning October 1, 2026, corporate boards can act without meetings when every voting director gives written or electronic consent. Those consents must be kept with meeting minutes; corporate charters can also give directors unequal voting power. For registered open-end investment companies, majority consent of the entire board or committee can suffice unless the charter says otherwise. These actions must follow federal investment-company voting rules, with consent recorded and notice sent to all members within 3 days. A director who did not consent has 10 days after receiving notice to send dissent to the corporation’s secretary.

Businesses gain a filing correction window

Beginning October 1, 2026, Maryland’s Department of Assessments and Taxation must explain why it rejects a charter document. A corrected document keeps the original filing date if refiled and accepted within 30 days after the rejection notice is mailed. The Department can reject documents that do not meet filing rules and refuse filing or recording until required fees are paid. Electronic filings are allowed, with regular and expedited filing fees applying. Filers can also request advance review of draft documents by paying the required fees.

General partners control agreement amendment rules

Beginning October 1, 2026, a Maryland general partnership’s agreement governs partner relations, duties, and how the agreement can change. Maryland partnership law supplies rules when the agreement does not address an issue. The agreement cannot unreasonably remove protections for loyalty, care, good faith, fair dealing, or access to records. It also cannot remove certain court powers, including powers concerning partner expulsion and winding up the partnership.

Limited partners face binding agreement rules

Beginning October 1, 2026, Maryland limited partnerships can enforce their agreements and are bound even without separately agreeing to them. Anyone becoming a partner is treated as agreeing; intended first partners can make an agreement effective when the partnership forms. Agreements can create partner classes and voting structures. Changes require every partner’s affirmative vote or consent unless the agreement sets a different rule. An agreement can also require outside approval or another condition, and amendments are ineffective until those requirements are met.

New penalties and court access for businesses

Beginning October 1, 2026, officers and agents of out-of-state corporations no longer face this registration misdemeanor or fines up to $1,000. The corporation instead faces a $200 penalty for doing business in Maryland without qualifying or registering. That penalty can be reduced or waived under state tax law. To maintain a Maryland lawsuit, the corporation must show penalty payment and either registration compliance or that it stopped doing business in Maryland. People claiming under the corporation are no longer barred from suing by this registration rule.

Bankruptcy actions can bypass stockholder votes

Beginning October 1, 2026, boards can carry out final federal bankruptcy orders binding on stockholders without another stockholder vote. Actions can include changing the charter or bylaws, transferring assets, or dissolving the corporation. A court-appointed trustee or receiver can act without board approval only when the order authorizes it. Filed charter documents must identify the bankruptcy court, case caption, docket number, and approving board, trustee, or receiver; trustees or receivers can sign without extra execution requirements. This authority ends when a final decree closes the case and discharges the trustee or receiver, but earlier actions remain valid.

Sponsors & Cosponsors

Sponsor

Chris West
Republican • Senate

Cosponsors

Jeff Waldstreicher
Democratic • Senate

Roll Call Votes

All Roll Calls

Yes: 170 • No: 0

House vote • 4/8/2026

Third Reading Passed

Yes: 128 • No: 0 • Other: 7

Senate vote • 3/20/2026