# Corporations and Associations (GCA)

## Title 4. Close Corporations

### Subtitle 2. Election to Be a Close Corporation

#### Section 4-201

(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 Sec. 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.

#### Section 4-202

(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.

#### Section 4-203

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.

---

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