Title 4. Close Corporations — Subtitle 4. Stockholders
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 4-401 (2026)
Title 4. Close Corporations
Subtitle 4. Stockholders
§ 4–401LinkCopy Citation
(a)
Under a unanimous stockholders’ agreement, the stockholders of a close corporation may regulate any aspect of the affairs of the corporation or the relations of the stockholders, including:
(1)
The management of the business and affairs of the corporation;
(2)
Restrictions on the transfer of stock;
(3)
The right of one or more stockholders to dissolve the corporation at will or on the occurrence of a specified event or contingency;
(4)
The exercise or division of voting power;
(5)
The terms and conditions of employment of an officer or employee of the corporation, without regard to the period of his employment;
(6)
The individuals who are to be directors and officers of the corporation; and
(7)
The payment of dividends or the division of profits.
(b)
A unanimous stockholders’ agreement may be amended, but only by the unanimous written consent of the stockholders then parties to the agreement.
(c)
A stockholder who acquires his stock after a unanimous stockholders’ agreement becomes effective is considered to have actually assented to the agreement and is a party to it:
(1)
Whether or not he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired by gift or bequest from a person who was a party to the agreement; and
(2)
If he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired in any other manner.
(d)
(1)
A court of equity may enforce a unanimous stockholders’ agreement by injunction or by any other relief which the court in its discretion determines to be fair and appropriate in the circumstances.
(2)
As an alternative to the granting of an injunction or other equitable relief, on motion of a party to the proceeding, the court may order dissolution of the corporation under the provisions of Subtitle 6 of this title.
(e)
This section does not affect any otherwise valid agreement among stockholders of a close corporation or of any other corporation.
Md. Code Ann., Corps. & Ass'ns § 4-402 (2026)
Title 4. Close Corporations
Subtitle 4. Stockholders
§ 4–402LinkCopy Citation
(a)
The bylaws of a close corporation shall provide for an annual meeting of stockholders in accordance with Title 2 of this article, but the meeting need not be held unless requested by a stockholder.
(b)
A request for an annual meeting shall be in writing and delivered to the president or secretary of the corporation:
(1)
At least 30 days before the date specified in the bylaws for the meeting; or
(2)
If the bylaws specify a period during which the date for the meeting may be set, at least 30 days before the beginning of that period.
Md. Code Ann., Corps. & Ass'ns § 4-403 (2026)
Title 4. Close Corporations
Subtitle 4. Stockholders
§ 4–403LinkCopy Citation
A stockholder of a close corporation or his agent may inspect and copy during usual business hours any records or documents of the corporation relevant to its business and affairs, including any:
(1)
Bylaws;
(2)
Minutes of the proceedings of the stockholders and directors;
(3)
Annual statement of affairs;
(4)
Stock ledger; and
(5)
Books of account.
Md. Code Ann., Corps. & Ass'ns § 4-404 (2026)
Title 4. Close Corporations
Subtitle 4. Stockholders
§ 4–404LinkCopy Citation
(a)
Once during each calendar year, each stockholder of a close corporation may present to any officer of the corporation a written request for a statement of its affairs.
(b)
Within 20 days after a request is made for a statement of a close corporation’s affairs, the corporation shall prepare and have available on file at its principal office a statement verified under oath by its president or treasurer or one of its vice-presidents or assistant treasurers which sets forth in reasonable detail the corporation’s assets and liabilities as of a reasonably current date.