Maryland corporate bylaws are essential for the internal management of a corporation. They outline the structure and procedures that the business will follow daily, including calling meetings, appointing directors, establishing committees, communicating with shareholders, and voting.
Corporate bylaws must be enacted at the first organizational meeting of the initial directors, which should be scheduled three days in advance.
Legal Requirements
Corporate bylaws are required in Maryland [1] .
- Annual Meetings – Regularly scheduled gatherings where shareholders and executives discuss the company’s performance and strategy [2] . Meetings must be held annually or may be held more often if provided in the bylaws. The failure to hold an annual meeting does not invalidate any corporate act.
- Corporate Bylaws – A set of rules that govern the internal management of an organization, outlining the procedures for meetings, elections, and other corporate activities [3] . Bylaws are initially adopted by the Board of Directors but later can be repealed or amended by the shareholders.
- Issuance of Stock – The process by which a company distributes shares to investors, representing ownership in the corporation [4] . Stock may be issued by the company from time to time at a price to be fixed by the company’s board of directors.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” or “Limited” and their abbreviations, such as “Corp.”, “Inc.” or “Ltd.”. Additionally, you can use “Company” or “Co.” as part of your business name, but only if they are not immediately preceded by “and” or “&”.
- Prohibited Words: Language indicating/implying that an entity is organized for an impermissible purpose.
- Name Reservation Period: Effective until the close of the calendar year.
- Renewal Period: Renewable year-to-year.
- Transferability: Yes.
Emergency Bylaws
A corporation may adopt emergency bylaws to be applied in situations where most directors cannot assemble. Emergency bylaws become void when the emergency ends [5] . Corporate officers and agents are shielded from liability for decisions made during an emergency.
