Stock ledger requirements in Maryland (MGCL)
What a Maryland corporation must know about stock ledger requirements under Maryland General Corporation Law, Md. Code, Corps. & Ass'ns §§ 1-101 et seq..
| MGCL § 2-110 | Records of shareholders |
|---|---|
| MGCL § 2-512 | Inspection rights |
| MGCL § 2-211 | Stock ledger entries |
| MGCL § 2-513 | Court-ordered inspection |
- Records each shareholder's name, address, number and class of shares, and date acquired
- Maintained at the principal office; electronic form permitted
- Inspection rights granted to shareholders under state-specific 'proper purpose' standards
- Transfers, issuances, and cancellations recorded chronologically
- Legal source of truth on ownership; the cap table is the operational analytical view
What the MGCL requires
Maryland General Corporation Law § 2-110 requires every Maryland corporation to maintain a record of shareholders. Maryland's distinctive corporate-law heritage applies its own procedural requirements.
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.
In Octelligence, every issuance, transfer, and cancellation updates both the statutory stock ledger and the cap table simultaneously.
See Digital Corporate RecordsIssuances, transfers, cancellations recorded in real time. Cap table synchronized.