If there is any stock of a close corporation outstanding, the corporation may not issue or sell any of its stock, including treasury stock, unless the issuance or sale is: Approved by the affirmative vote of the holders of all outstanding stock; or Permitted by a unanimous stockholders’ agreement.

A close corporation may not have outstanding any: Securities which are convertible into its stock; Voting securities other than stock; or Options, warrants, or other rights to subscribe for or purchase any of its stock, unless they are nontransferable.

In this section, “transfer” means the transfer of any interest in the stock of a close corporation, except: A transfer by operation of law to a personal representative, trustee in bankruptcy, receiver, guardian, or similar legal representative; The acquisition of a lien or power of sale by an attachment, levy, or similar procedure; or The creation or assignment of a security interest. A foreclosure sale or other transfer by a person who acquired his interest or power in a transaction described in paragraph (1) of this subsection is a transfer subject to all the provisions of this section. For purposes of the transfer, the person effecting the foreclosure sale or other transfer shall be treated as and have the rights of a holder of the stock under this section and § 4-602(b) of this title. A transfer of the stock of a close corporation is invalid unless: Every stockholder of the corporation consents to the transfer in writing within the 90 days before the date of the transfer; or The transfer is made under a provision of a unanimous stockholders’ agreement permitting the transfer to the corporation or to or in trust for the principal benefit of: One or more of the stockholders or security holders of the corporation or their wives, children, or grandchildren; or One or more persons named in the agreement.

A close corporation may deny or restrict the voting rights of any of its stock as provided in this article. Notwithstanding any denial or restriction, all stock has voting rights on any matter required by this title to be authorized by the affirmative vote of every stockholder or every subscriber for stock of a close corporation. Notwithstanding the provisions of § 2-104(b)(5) of this article, the charter of a close corporation may not lower the proportion of votes required to approve any action for which this title requires the affirmative vote or assent of every stockholder or every subscriber for stock of the corporation.