# Corporations and Associations (GCA)

## Title 3. Corporations in General -- Extraordinary Actions

### Subtitle 2. Rights of Objecting Stockholders

#### Section 3-203

(a) A stockholder of a corporation who desires to receive payment of the fair value of the stockholder's stock under this subtitle:

  (1) Shall file with the corporation a written objection to the proposed transaction:

    (i) With respect to a merger under Sec. 3-106 or Sec. 3-106.1 of this title, within 30 days after notice is given or waived under Sec. 3-106 or Sec. 3-106.1 of this title; or

    (ii) With respect to any other transaction, at or before the stockholders' meeting at which the transaction will be considered or, in the case of action taken under Sec. 2-505(b) of this article, within 10 days after the corporation gives the notice required by Sec. 2-505(b) of this article;

  (2) May not vote in favor of the transaction; and

  (3) Shall make a written demand on the successor for payment for the stockholder's stock, stating the number and class of shares for which the stockholder demands payment:

    (i) Within 20 days after the Department accepts the articles for record; or

    (ii) Within 20 days after consummation of the transfer or transaction with respect to:

      (1) A transfer of assets in a manner requiring stockholder approval under Sec. 3-105 of this title; or

      (2) A transaction that is governed by Sec. 3-603(b) of this title or exempted by Sec. 3-603(b) of this title, for which no articles are required to be filed with the Department.

(b) A stockholder who fails to comply with this section is bound by the terms of the consolidation, merger, share exchange, transfer of assets, or charter amendment.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)