Directors' resolutions requirements in Maryland (MGCL)
What a Maryland corporation must know about directors' resolutions requirements under Maryland General Corporation Law, Md. Code, Corps. & Ass'ns §§ 1-101 et seq..
| MGCL § 2-408 | Action without meeting |
|---|---|
| MGCL § 2-407 | Meetings |
| MGCL § 2-419 | Interested director transactions |
| MGCL § 2-405.1 | Standard of care — distinctive MD provision |
- Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
- Effective on the date of the last signature, unless otherwise specified
- Conflict-of-interest rules require disclosure plus safe-harbor approval
- Resolutions filed in the corporate records; available for shareholder inspection under state rules
- Electronic signatures permitted under each state's UETA-equivalent legislation
What the MGCL requires
Maryland General Corporation Law § 2-408 permits Maryland corporations to act by unanimous written consent of directors. Maryland's distinctive director-duties provision under § 2-405.1 gives directors broad protection in business judgment.
Maryland-specific considerations
Maryland's MGCL has distinctive heritage and pre-dates the modern MBCA framework. Maryland counsel should review specific resolution drafts, certificate forms, and inspection demands to ensure compliance with Maryland-specific rules.
Practical implications
The general principles (records must be maintained, shareholders have inspection rights, annual filings are required) remain similar to MBCA-tradition US jurisdictions, but the exact procedural details merit specific Maryland counsel review.
Octelligence provides jurisdiction-specific resolution templates for every common board action.
See Digital Corporate RecordsTemplates per state, electronic signature, complete activity log.