Morrison & Foerster partner Tracy A. Bacigalupo and the Blockchain + Smart Contracts Group are delighted to announce newly enacted amendments to the Maryland General Corporation Law in which they played a significant role.
On April 30, 2019, Governor Hogan signed Senate Bill 136, which provides explicit statutory authority for Maryland companies to use “electronic networks or databases,” including distributed ledgers or blockchain technology, for the creation and maintenance of corporate records, including a company’s stock ledger. This legislation welcomes and facilitates the use of groundbreaking and innovative blockchain technology and provides Maryland companies with the statutory framework to migrate to a blockchain-enabled platform. These important amendments to the Maryland General Corporation Law will be effective October 1, 2019.
The new legislation specifically permits Maryland companies to transmit communications (such as stockholder notices) using blockchain technology.
The new legislation also recognizes that a stock ledger does not need to be maintained directly by a company through an individual, such as a corporate officer or a transfer agent (as was previously required by the statute), but may be administered “on its behalf,” again creating a path forward for using blockchain technology for corporate records.
Additional amendments clarify that corporate written consents and requests may be given by “electronic transmission,” including through the use of blockchain technology.
Tracy A. Bacigalupo is a member of the Maryland State Bar Association (MSBA) Committee on Corporation Law and, together with the Blockchain + Smart Contracts Group, co-chaired by Dario de Martino and Susan Gault-Brown, is pleased to have played a significant role in the drafting and implementation of these historic statutory amendments.