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. The statement that a corporation is a close corporation shall be: Contained in the articles of incorporation originally filed with the Department; or Added to the charter by an amendment which is approved: 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 By the affirmative vote of every stockholder and every subscriber for stock of the corporation.

Clear reference to the fact that the corporation is a close corporation shall appear prominently: At the head of the charter document in which the election to be a close corporation is made; In each subsequent charter document of the corporation; and On each certificate representing outstanding stock of the corporation. 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.

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.