Maryland Articles of Incorporation with Indemnification
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How to fill out Articles Of Incorporation With Indemnification?
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-- A corporation's indebtedness to a stockholder, incurred by reason of a distribution made in ance with this section, is at parity with the corporation's indebtedness to the corporation's general, unsecured creditors, except to the extent subordinated by agreement.
§2?418. (a) (1) In this section the following words have the meanings indicated. (2) ?Corporation? includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
What Is an Indemnification Clause? An indemnification clause is a legally binding agreement between two parties specifying that one party (the indemnifying party) will compensate the other party (the indemnified party) for any losses or damages that may arise from a particular event or circumstance.
For example, it is easier to think of indemnities being useful for the customer or client in a contract: their prime purpose being protection. On the other hand, limited liability clauses are more useful for the supplier in a contract in order to limit their exposure.
§ 2-605. Charter amendment - Minor changes in name or designation of stock classes or series. (2) Change the name or other designation or the par value of any class or series of stock of the corporation and the aggregate par value of the stock of the corporation.
Indemnification usually transfers risk between the parties to the contract. Limitation of liability prevents or limits the transfer of risk between the parties. With those basic concepts in mind, think about the risks that arise out or relate to the contract.
(a) Unless the charter or bylaws of the corporation require a greater proportion or this article requires a different proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the board of directors.
Close corporations are generally smaller businesses who desire the limited liability and tax benefits of a corporation but whose stockholders wish to maintain streamlined managerial control of the business.