Title 4. Close Corporations — Subtitle 2. Election to Be a Close Corporation
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 4-201 (2026)
Title 4. Close Corporations
Subtitle 2. Election to Be a Close Corporation
§ 4–201LinkCopy Citation
(a)
A corporation may elect to be a close corporation under this title by including in its charter a statement that it is a close corporation.
(b)
The statement that a corporation is a close corporation shall be:
(1)
Contained in the articles of incorporation originally filed with the Department; or
(2)
Added to the charter by an amendment which is approved:
(i)
Under the provisions of § 2-603 of this article, if at the time of the adoption of the amendment no stock of the corporation is either outstanding or subscribed for; or
(ii)
By the affirmative vote of every stockholder and every subscriber for stock of the corporation.
Md. Code Ann., Corps. & Ass'ns § 4-202 (2026)
Title 4. Close Corporations
Subtitle 2. Election to Be a Close Corporation
§ 4–202LinkCopy Citation
(a)
Clear reference to the fact that the corporation is a close corporation shall appear prominently:
(1)
At the head of the charter document in which the election to be a close corporation is made;
(2)
In each subsequent charter document of the corporation; and
(3)
On each certificate representing outstanding stock of the corporation.
(b)
The status of a corporation as a close corporation is not affected by the failure of any charter document or stock certificate to contain the reference required by this section.
Md. Code Ann., Corps. & Ass'ns § 4-203 (2026)
Title 4. Close Corporations
Subtitle 2. Election to Be a Close Corporation
§ 4–203LinkCopy Citation
The charter of a close corporation may be amended to remove the statement of election to be a close corporation, but only by the affirmative vote of every stockholder and every subscriber for stock of the corporation.