MarylandSB 06312026 Regular SessionSenateWALLET

Corporations and Associations - Revisions

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Bill Overview

Analyzed Economic Effects

6 provisions identified: 2 benefits, 0 costs, 4 mixed.

Company charters can shift director votes

From October 1, 2026, a company charter can give some directors more or fewer votes. When votes are unequal, a “majority” means a majority of votes, not a majority of people.

Faster board actions for mutual funds

Beginning October 1, 2026, open‑end investment companies can take board or committee action without a meeting if a majority gives written or electronic consent as required by federal law. The consent is filed with the minutes and sent to all directors within three days of the action. A director who did not consent can file a dissent within 10 days by certified mail or electronic transmission. Directors can give consents that take effect within 60 days and may revoke them before they take effect.

E-filing and fee rules for businesses

Starting October 1, 2026, the Department accepts documents by electronic transmission. You can pay to have draft filings precleared. The Department will not accept filings until all required fees are paid. If your charter filing is rejected, the Department must mail you the reason. If you correct and refile within 30 days, the accepted filing keeps the original filing date.

New rules for limited partnership agreements

Beginning October 1, 2026, the partnership agreement governs partner relations and how it can be changed. Agreements cannot waive key duties like loyalty, good faith, or fair dealing, or unreasonably limit access to records. A limited partnership is bound by its agreement even without a clear assent, and new partners are treated as agreeing when they join. A preformation agreement can become the partnership agreement at formation. By default, all partners must approve amendments unless the agreement sets a different rule, and it can require outside approval or conditions for changes.

Penalties for unregistered foreign companies

Starting October 1, 2026, a foreign company that does business in Maryland without registering owes a $200 civil penalty. It cannot sue in Maryland courts unless it pays the penalty and proves it has registered as required or stopped doing business here. The old misdemeanor for officers and agents of such companies is repealed.

Streamlined corporate actions during bankruptcy

Beginning October 1, 2026, if a final bankruptcy order binds stockholders, the board, trustee, or receiver can amend the charter or bylaws, transfer assets, dissolve, or take other needed actions without a stockholder vote. If the order authorizes it, a trustee or receiver can act without board approval. Charter filings for these actions must state the court, case caption and number, and who approved the deal. A trustee or receiver can sign the charter without other acknowledgments. When the case is closed and the trustee or receiver is discharged, this special authority ends, but earlier actions stay 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: 6

Senate vote • 3/20/2026