§ 1-207.1. Certificate of notice

   (a) Filing. -- A corporation may file a certificate of notice for record with the Department.

(b) Contents. -- A certificate of notice may describe:

   (1) An action by the corporation, its board of directors, or its stockholders;

   (2) The occurrence of or change to facts ascertainable outside of the charter, as defined in § 2-105(b) of this article;

   (3) The expiration of the period of existence of the corporation in accordance with § 3-519 of this article; or

   (4) Any other information that the corporation determines should be disclosed.

(c) Contents -- Exceptions. -- A certificate of notice may not:

   (1) Amend, supplement, or correct the charter of the corporation in any manner; or

   (2) Affect any rights or liabilities of stockholders, whether or not accrued or incurred before the certificate of notice is filed.

(d) Not part of charter. -- A certificate of notice is not a part of the charter of a corporation.

(e) Director is not required to authorize or direct filing. -- A director of a corporation is not required to authorize or direct the filing of a certificate of notice.

(f) When not required to file. -- A corporation is not required to file a certificate of notice for any purpose, including to indicate that there has been a change to the facts or information contained in a previously filed certificate of notice.

(g) Execution. -- A certificate of notice shall be executed in the manner required for charter documents by § 1-301 of this title.

HISTORY: 2005, ch. 586.