Annual meeting requirements in Maryland (MGCL)

Md. Code § 2-501 requirements

Section 2-501 of the Maryland Corporations and Associations Code requires every Maryland corporation to hold an annual stockholders' meeting. Maryland uses “stockholders” (rather than “shareholders”) and “charter” (rather than “articles”), reflecting older corporate-law terminology. The meeting elects directors and addresses other proper business.

Unanimous written consent under § 2-505

Maryland's consent regime is more restrictive than many states. Under § 2-505, action by written consent generally requires unanimous consent of all stockholders entitled to vote, with limited exceptions for specific actions. This is more rigid than Delaware (§ 228 majority) and aligns with the older corporate-law tradition that Maryland maintains.

REIT-specific considerations

Maryland is the leading US jurisdiction for REIT incorporations. The Maryland REIT Law (Title 8) includes specific provisions for REIT stockholder meetings, including extended notice periods and specific quorum rules adapted to the typically dispersed REIT shareholder base. For REIT corporations, the annual-meeting framework under § 2-501 still applies, but layered with the REIT-specific provisions.

What's distinctive about Maryland

Three features make Maryland distinctive. First, the terminology (stockholders, charter) reflects older corporate-law tradition and affects record-keeping conventions. Second, the unanimous-consent requirement under § 2-505 is more restrictive than Delaware-style majority-consent states. Third, the REIT-specific provisions affect the annual-meeting framework for REIT corporations. For non-REIT private corporations, Maryland's high annual fees and restrictive consent regime make it a relatively expensive jurisdiction for ongoing maintenance.